Bylaws are useful for any Minnesota corporation to set forth how the organization will be governed. A Bloomington corporate bylaws lawyer can help draft regulations for a new or already formed corporation or amend existing bylaws, to ensure that your business is run the way you want.
Minnesota law does not require corporations to have bylaws. However, it does establish default bylaw rules for corporations, which may or may not be ideal for how you want your business to operate. An experienced business lawyer can draft your business’s own custom bylaws to override the default rules and ensure they accurately reflect your wishes.
What are Corporate Bylaws?
Forming a corporation in Minnesota requires that a company file Articles of Incorporation. This document is relatively short and can be cumbersome to amend. A corporation may want create bylaws to allow for more flexibility in the rules. Also, corporations may change over time, including personnel changes or changes in the purpose of the corporation, that require changes in the rules running the business.
Bylaws provide corporation owners and officers with an outline of critical rights and responsibilities. These rules govern both day-to-day business as well as uncommon situations, such as replacing a director on the board. Similar to partnership agreements, corporate bylaws contain more organizational information. Further, courts often look to bylaws when determining how a business is run in the event of a legal dispute. Important information includes:
- Identifying information (name, purpose, and location of headquarters)
- Stock information (number of shares, classes of shares)
- Duties of the Board of Directors
- Committees of the Board of Directors
- Process for appointing, removing, and replacing directors/officers
- Procedural requirements for voting, including the process for amending bylaws
- Conflict of interest provisions
- Indemnification of directors and officers
A Bloomington corporate bylaws lawyer can identify key areas where a company may benefit from bylaws and help implement them.
Creating and Changing Regulations for a Business in Bloomington
Bylaws need not be written at the time of incorporation. As stated above, Minnesota does not require bylaws but permits them so long as they otherwise comply with the Articles of Incorporation and other provisions of law. Even if a business is already incorporated, it is not too late to create bylaws that provide clear rules for how the business will be run, as well as delineate procedures for critical divisions.
Further, bylaws can provide procedures for making changes to them in the future. So long as the procedures set forth in the bylaws are followed, often through a vote by the directors or shareholders, they can be changed as required by a corporation. Meaning, if a company already has bylaws in place but are unsure whether they best reflect the business as it currently exists, a Bloomington bylaw attorney can help modify them.
Talk to a Minnesota Corporate Bylaw Lawyer Today
Whether you are forming a corporation and wish to explore your bylaw options or you have bylaws in place that you want to be changed, a Bloomington corporate bylaw lawyer can help you. Call today to schedule a consultation to discuss your options.