S Corp Bylaws Template Free for the United States

S Corp Bylaws Template Free Template for United States

S Corporation Bylaws are essential governing documents that outline the internal management structure and operational procedures of an S Corporation in the United States. These bylaws establish rules for shareholder meetings, board operations, officer duties, and stock issuance while ensuring compliance with IRS requirements for S Corporation status. They serve as the primary internal governance document and must comply with both federal tax law and state corporation laws.

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What is a S Corp Bylaws Template Free?

S Corp Bylaws Template Free provides a foundation for establishing corporate governance in small businesses electing S Corporation status under U.S. tax law. This document is crucial when forming an S Corporation or converting an existing corporation to S status, as it sets forth the rules for corporate operations while maintaining compliance with IRS restrictions on shareholders, stock classes, and corporate structure. The bylaws must align with both federal requirements for S Corporation status and state-specific corporate laws, making them essential for maintaining legal compliance and organizational structure.

What sections should be included in a S Corp Bylaws Template Free?

1. Article I - Corporate Name and Offices: States corporation name and location of principal/registered offices

2. Article II - Shareholders: Details shareholder rights, meetings, voting procedures, and transfer restrictions

3. Article III - Board of Directors: Outlines board composition, qualifications, elections, meetings, and powers

4. Article IV - Officers: Defines officer positions, duties, appointment/removal procedures

5. Article V - Stock: Details stock certificates, transfers, and single class requirement

6. Article VI - Corporate Records: Specifies record-keeping requirements and inspection rights

7. Article VII - Fiscal Year: Establishes the corporation's fiscal year

What sections are optional to include in a S Corp Bylaws Template Free?

1. Article VIII - Indemnification: Optional provisions for protecting directors and officers from personal liability

2. Article IX - Emergency Bylaws: Optional procedures for corporate governance during emergency situations

3. Article X - Amendments: Optional procedures for modifying and amending the bylaws

What schedules should be included in a S Corp Bylaws Template Free?

1. Schedule A - Initial Board of Directors: List of initial board members and their terms

2. Schedule B - Officer Positions: Detailed description of officer roles and responsibilities

3. Schedule C - Shareholder List: Initial shareholders and their stock holdings

4. Schedule D - Corporate Seal: Image and description of corporate seal if used

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Cost

Free to use
Industries

Internal Revenue Code Sections 1361-1379: Federal regulations governing S Corporation structure, eligibility, and operations, including tax treatment and compliance requirements

SEC Regulations: Federal securities regulations that may apply to the S Corporation, particularly regarding stock issuance and transfer

IRS S Corp Status Requirements: Specific requirements for maintaining S Corporation status, including shareholder limitations, citizenship requirements, and single class of stock rule

State Corporation Laws: State-specific business corporation acts and regulations governing corporate formation, operation, and dissolution

State Filing Requirements: State-specific documentation and filing obligations for maintaining corporate status and compliance

State Tax Laws: State-specific tax regulations and requirements applicable to S Corporations

State Securities Regulations: State-level securities laws governing stock issuance, transfer, and trading restrictions

Corporate Governance Requirements: Rules and regulations regarding corporate structure, board of directors, officers, and decision-making processes

Shareholder Restrictions: Limitations on number of shareholders (maximum 100) and requirements for maintaining proper shareholder records

Shareholder Eligibility Rules: Requirements that shareholders must be US citizens or residents, and restrictions on certain types of shareholders

Single Class of Stock Requirement: S Corporation requirement to maintain only one class of stock with identical rights to distribution and liquidation proceeds

Meeting and Voting Procedures: Requirements for conducting annual meetings, special meetings, and establishing voting protocols for shareholders and directors

Record-Keeping Requirements: Obligations for maintaining corporate records, minutes, resolutions, and other important documentation

Annual Compliance Obligations: Regular filing deadlines, reporting requirements, and maintenance of corporate status at both federal and state levels

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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