Legal Question in Business Law in Florida

Corporate Bylaws

Do all original Directors of a C-Corp, as stated in the Company's Articles of Incorporation need to sign the Company Bylaws? If not, who needs to sign? Also, do Bylaws need to be created before any transactions or agreements are created on behalf of the company by officers or directors, or is it a free-for-all until the rules in the bylaws are written down?


Asked on 7/13/07, 4:20 pm

2 Answers from Attorneys

Johm Smith tom's

Re: Corporate Bylaws

These questions mean that you will need an attorney to ensure that you operate your corp correctly in order to avoid personal liability.

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Answered on 7/13/07, 5:07 pm
Scott R. Jay Law Offices of Scott R. Jay

Re: Corporate Bylaws

NOTE: This communication is not intended as and should not be interpreted as legal advice. Rather, it is intended solely as a general discussion of legal principles. You should not rely on or take action based on this communication without first presenting ALL relevant details to a competent attorney in your jurisdiction and then receiving the attorney's individualized advice for you. By reading the "Response" to your question or comment, you agree that the opinion expressed is not intended to, nor does it, create any attorney-client relationship, nor does it constitute legal advice to any person reviewing such information, nor will it be considered an attorney-client privileged communication. If you do not agree, then stop right here, and do not read any further.

No. All directors do not need to sign the By-Laws. The Articles of Incorporation can be signed by as few as one person who serves as the incorporator. The By-Laws are generally drafted by the attorney who sets up the corporation after it has been incorporated. Usually only the President and the Secretary sign them at the first meeting of the corporation. The Corporation can begin business immediately upon filing.

It sounds like what you may actually be referring to is a Shareholder's Agreement which sets forth the rights and responsibilities of each shareholder. This should be drafted at the onset of the formation so that each party knows the rules by which they will be expected to act.

Scott R. Jay, Esq.

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Answered on 7/14/07, 12:51 am


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