Arizona Corporate Bylaws

Arizona corporate bylaws contain the rules and regulations for running your corporation and establish its organizational structure. Your corporate bylaws explain important policies such as how you’ll appoint your board of directors, when you’ll hold shareholder meetings, and the procedure for buying and selling stock.

While you’re not required to file your bylaws with the Arizona Corporation Commission, all Arizona corporations are legally required to adopt bylaws. Corporate bylaws are typically adopted by your board of directors at your corporation’s initial meeting and can be amended or updated as required. Your bylaws are legally binding, much like a contract.

Hire us and get access to our FREE corporate bylaws template, authored by one of our lawyers and fully customizable to suit your business.

Use Our Corporate Bylaws Template

You don’t need to hire us to start creating strong corporate bylaws using our FREE, attorney-drafted template. This template is adaptable to your company’s specific needs and ready to fill out whenever you are.

One of the best aspects of our template is that you don’t have to compete it all at once. You can save your progress and come back later as many times as you want. Once you’ve finished filling out the form, you can download and print your corporate bylaws.

Why Does Your Arizona Corporation Need a Corporate Bylaws?

First and foremost, your corporation needs corporate bylaws because they are required by state law. ARS § 10-206 states that a company’s board of directors must adopt bylaws for the corporation.

Bylaws are also important because they help keep your company running smoothly and protect the rights and assets of your corporation’s owners. Additionally, you may be required to provide a copy of your bylaws when opening a bank account or applying for a loan, leasing property, or as proof to potential investors that you business is sound.

1. Operate like a well-oiled machine

Having strong bylaws that clearly describe the rules and regulations for your corporation and how it’s organized will help your board of directors govern with consistency and transparency and to act quickly in times of crisis or opportunity. You’ll be able to put your efforts into making the business successful instead of getting tied up in the logistics.

2. Minimize friction among shareholders and management

Disagreements are an inevitable part of life, and that includes running a business. But if you have procedures in place for how to solve disputes and conflicts of interest, you’ll be able to move past them in a way that is both timely and fair to all parties. You won’t need to figure out how to address the situation or manage expectations because your bylaws will help do that for you.

3. Maintain your rights in court

In a court setting, bylaws can help protect the rights of shareholders in many ways. Bylaws prove proof of ownership (and a shareholder’s level of ownership), of the legal separation between individual shareholders and the company (limited liability), and evidence of the duties and obligations of the management team. The more complete your bylaws are, the more they can protect you.

What’s Included in Corporate Bylaws?

There aren’t any requirements for what must be included in your Arizona corporate bylaws, but most bylaws contain a common set of provisions that establish basic information about your company along with its organizational structure and management, including ownership and procedures for making changes (such as replacing a board member or dissolving the corporation).

Good bylaws act like a blueprint or guidebook for running your business and protecting the rights of your shareholders. Because bylaws can get complicated, many corporations work with a lawyer to ensure that their bylaws will stand up in a court of law.

You can include as much or as little as you want in your bylaws, but here are the basics:

Basic identifying information about your corporation. You’ll want to list your company name and address, the name and address of your statutory agent, your jurisdiction of formation, and your company purpose.

Shareholder information. Here’s what you need to include about your shareholders:

• Names and addresses
• The contribution(s) made to become a shareholder. This is often money but could also be time and labor or ideas (such as the plans for your flagship product)
• How these contributions convert into shares

Information on your board of directors and officers. Your board of directors is the governing body of your corporation–the board makes decisions about the direction of the company and oversees the management team. The primary goal of the board is to protect the interests of the shareholders. Your officers are your management team.

Your board of directors generally starts out as the group of individuals who form your corporation. Later, shareholders can vote to elect board members. For your board, you’ll include:

• Names and addresses
• Meeting schedule and rules
• Voting procedures and rights

Your officers are appointed by your board. Your bylaws should list the titles, roles, and duties of each officer. Common officer roles include:

• CEO (Chief Executive Officer) – The manager of all managers
• Vice President
• Treasurer or CFO (Chief Financial Officer)
• Secretary

Information on buying and selling stock. You’ll need to include information on whether your company is private or publicly traded, who can purchase stock, and how. Plus:

• If you have different classes of stock (for example, common versus preferred), the rights of specific classes
• Meeting schedule and rules
• Shareholder voting procedures and rights

Financial information. Your bylaws may contain details your corporation’s bank accounts and loans and assets such as property or vehicles. You may also include rules about bookkeeping and your tax classification (particularly if you’re a 501c3).

Procedures for leadership transitions and filling vacancies. Your bylaws should discuss how directors and officers will be replaced if someone is fired from their position or leaves the company. You might also include information how to remove a board member if it is necessary and what to do if a member of leadership suddenly passes.

Procedures for solving internal disputes. You may start your business with everyone involved feeling united, but it doesn’t always stay that way. In a corporation, there may be many parties involved in an internal conflict–shareholders, directors, officers, and other employees–so having procedures in place for mitigating and managing disagreements is important.

Procedures for dissolution or merger. Your bylaws should contain requirements for dissolution or merger, including how shares and other assets will be transferred or distributed. Certain events, such as bankruptcy or failing to remain in good standing with the state, may also trigger dissolution, and addressing such possibilities in your bylaws can help make these situations easier if they occur.

Procedures for making amendments. Making amendments, updates, and even revoking your bylaws is possible, and it’s easier if you have the rules for making those changes clearly explained in your bylaws. (For example, how many votes are required to make an amendment? Can shareholders vote in a virtual meeting or does the meeting need to be in person?)

Any other provisions you want to include. As long as you remain within the law, you can include any additional provisions you like. You can truly tailor your bylaws to your corporation’s needs.

What can’t be included in your corporate bylaws?

To avoid legal complications, you shouldn’t include anything in your bylaws that conflicts with your Articles of Incorporation or that violates the general provisions for corporations in the Arizona state statutes. For example, you can’t try to get around the requirement for an annual shareholders’ meeting by stating in your bylaws that the shareholders will meet only every three years.

Arizona Corporate Bylaws FAQs

Are corporations in Arizona required by law to have corporate bylaws?

Yes. According to state statutes, all corporations in Arizona are legally required to have corporate bylaws.

Do you need to file your corporate bylaws with the Arizona Corporation Commission?

No. You don’t need to file your corporate bylaws with the state. You only need to file your Articles of Incorporation. However, because you are required to have bylaws, make sure that you have a copy available if you are ordered to produce your bylaws in a legal situation.

Do all owners need to sign the bylaws?

No. Often, corporate bylaws are signed by the chairman of the board of directors or another director authorized to sign the document. In some cases, bylaws aren’t signed at all. Even though corporate bylaws aren’t signed by all of the owners or directors, the document is still legally binding. Violating your bylaws could result in legal complications.

Can you write your own corporate bylaws?

Yes. It’s possible to write your own corporate bylaws after doing research or using a template. However, if you do use a template, be sure to choose one written by lawyer, like ours. We also recommend having you bylaws reviewed by a legal professional. You can’t always be sure that bylaws you write yourself or with the help of a random template from an online search will hold up in court.

Can you make changes to your corporate bylaws?

Of course. To make changes to your corporate bylaws, you’ll need to make an amendment. When drafting your bylaws, be there to include a provision for making amendments so that the rules for handling the amendment process are already laid out.

What should you do if your corporate bylaws are misplaced or destroyed?

It’s entirely possible to misplace your bylaws–a box of documents may get lost in a move or your office could be destroyed in a fire or natural disaster. One way to avoid losing your bylaws to have multiple copies in the hands of directors or officers and to give a copy to your lawyer. You might even store a copy, along with other valuable documents, in a safe deposit box.

If you have access to the secretary’s minutes from the initial meeting where you adopted the bylaws, you can create a committee to reconstruct the bylaws using those notes. Depending on the number of shareholders you have and the complexity of the bylaws, you may consider hiring a corporate lawyer to help gather information and prepare new bylaws. Your board of directors will need to pass a corporate resolution to adopt your new bylaws.