1. Corporate Bylaws

Corporation: ____________________
Formation state: ____________________
Adoption date: ____________________

Article 1 — Offices and records

The principal office is ____________________. Keep a registered office and agent as required. Keep the charter, bylaws, stock ledger, minutes, consents, financial records and tax filings in secure Company records. The secretary maintains the records. Shareholders and directors may inspect records as applicable law permits. These bylaws do not reduce mandatory access rights.

Article 2 — Shareholder meetings and votes

Hold an annual shareholder meeting to elect directors and address proper business. Annual meeting date or method for choosing it: ____________________. Special meetings may be called by the board and by persons entitled to call them under the charter or law. Give written notice stating the date, time, place or lawful remote access and required purpose. Notice period: ______ days, after state review. Use the lawful default if this blank is unfilled.

Unless mandatory law or the charter requires more, a majority of shares entitled to vote constitutes a quorum. Each share has the votes its class receives under the charter. Shareholder actions require the vote required by law and the charter. Directors use the applicable election standard. Do not treat a simple majority as approval for every matter. Proxies, remote meetings and written consents are allowed only as law and the charter permit. Record notices, waivers, votes and consents.

Article 3 — Board of directors

The board manages Company affairs and may delegate lawful tasks to officers. Number of directors: ______, within lawful and charter limits. Shareholders elect directors at the annual meeting for terms ending at the next annual election and until successors qualify, unless law or the charter provides otherwise. Fill vacancies and remove directors only through the process law and the charter allow.

The president or any two directors may call a board meeting. Give each director at least ______ days’ notice, subject to mandatory law; if unfilled, use the lawful default. A majority of the authorized director seats constitutes a quorum unless law or the charter requires a different number. A majority of directors present at a quorate meeting approves ordinary board action unless a greater vote applies. Board action without a meeting requires all directors’ written consent unless applicable law permits another process. Remote participation must meet legal requirements. Keep minutes or signed consents.

Article 4 — Officers

The board appoints a president, secretary and treasurer, plus any required or useful officers. One person may hold more than one office only where allowed. President: oversees operations within board authority. Secretary: maintains records and certifies approved actions. Treasurer: oversees accounts, books and reports. The board may remove an officer subject to law and contract rights. Officer titles alone do not authorize borrowing, guarantees or asset pledges.

Article 5 — Shares and transfers

The board may issue only shares authorized by the charter, after required approvals and lawful consideration. Record each owner, class, number, issue date and transfer in the stock ledger. Use certificates or lawful uncertificated notices. Give required notice of any transfer restrictions. Transfers require proper records and compliance with applicable law, the charter and enforceable agreements. These bylaws create no new share class, preemptive right or forced sale.

Article 6 — Money, contracts and conflicts

Use Company bank accounts and keep personal funds separate. The board approves signers, borrowing, credit, guarantees and leases through specific written actions. Directors and officers disclose conflicts. Approve related-party transactions through the lawful disinterested process. Keep fair terms and a written record. Pay compensation and reimburse expenses only with approval and support records. No dividend or other distribution may violate law or the charter.

Article 7 — Duties and indemnity

Directors and officers must perform their duties under applicable law. These bylaws do not waive protected duties or grant automatic protection for misconduct. Any indemnity or advance of defense costs requires the lawful approvals, eligibility and undertakings. No broader exculpation is created by these bylaws.

Article 8 — Tax and fiscal year

Fiscal year: ____________________. Tax filings follow applicable classification and elections. These bylaws do not elect S status. The board must obtain required shareholder consents and tax review before an S election. Keep all actions consistent with the election if one applies.

Article 9 — Amendments and governing rules

Amend through the person or body with lawful authority, using the required notice and vote. Keep dated copies. The formation state’s mandatory law and the charter control over conflicting bylaw terms. These bylaws do not override a lawful shareholder agreement. Resolve any conflict through legal review before acting.

Adoption certificate

Adopted by: ☐ incorporator(s) ☐ board ☐ shareholders, as law permits.
Meeting date or written consent date: ____________________
Approving names and votes: ____________________
Secretary or authorized certifier: ____________________
Signature and date: ____________________

2. Shareholder Agreement — Closely Held Corporation

Corporation: ____________________
Formation state: ____________________
Effective date: ____________________

The Corporation and all shareholders listed in Schedule A agree as follows. This template assumes one class of common stock with equal economic rights per share. It does not issue shares or replace the charter, bylaws or stock ledger.

1. Ownership and records

Schedule A states each shareholder’s legal name, address, share class, share count and percentage. Attach a current stock ledger. Each signer confirms only the ownership shown for that signer. Correct errors before signing. No owner must provide extra capital, lend funds or sign a personal guarantee without separate written consent.

2. Management and information

The board manages the Corporation. Officers act within approved limits. This agreement does not replace the board or bind directors to unlawful votes. Deliver annual financial statements and filed tax information to shareholders within ______ days after year-end, subject to practical tax filing dates. Preserve all mandatory inspection rights. Owners protect nonpublic business information, except for lawful disclosures to advisers, authorities or courts.

3. Reserved shareholder approvals

In addition to required board and legal approvals, all shareholders signing this agreement must approve a change to their economic rights, a new share class, amendment of this agreement or voluntary S election or revocation. Other actions use the approvals required by law, charter and bylaws. This clause does not give shareholders authority to act in place of the board.

4. Proposed transfers and first purchase opportunity

Before a voluntary sale to an outside buyer, the selling owner gives the Corporation and other owners written notice of the buyer, shares, price and all material terms, with a genuine offer attached. Subject to lawful board approval and repurchase limits, the Corporation has 30 days to elect to buy on those terms. If it declines, the other owners have 30 more days to elect to buy pro rata or as they agree. A cash equivalent for noncash terms requires agreement or an independent appraisal; no disputed value is imposed by one party.

If neither buys, the seller may close with the named buyer within 90 days on terms no more favorable to that buyer. A material change restarts notice. Any buyer must sign a joinder, meet tax and legal eligibility, and receive lawful transfer-restriction notice. Review enforceability, stock legends and notice rules before adoption. This agreement does not make an otherwise unlawful restriction valid.

5. Death, disability, divorce and involuntary transfers

These events trigger prompt notice and review, not automatic forfeiture, a forced sale or a guaranteed buyout. Respect lawful estate, spouse, creditor and representative rights. Any required purchase needs a completed signed buy-sell schedule that states triggers, valuation date, appraiser selection, debt treatment, payment terms, interest, security and funding. If that schedule is absent, no mandatory buyout is created here.

6. Distributions, pay and tax status

The board decides lawful dividends. No dividend is promised. Dividends follow share rights under the charter. Wages and other compensation require separate approval and support. Owners may owe pass-through taxes without a cash payment. Any tax-distribution plan needs a reviewed schedule and must preserve share rights and lawful distribution limits.

If an S election applies, transfers and arrangements must preserve permitted shareholders and the required stock rights. Obtain tax review before admitting a trust, entity or nonresident owner or changing economic rights. This agreement does not make or guarantee an S election and does not promise tax savings.

7. Disputes and deadlock

After written notice of a dispute, the parties meet within 15 days if practicable. If unresolved after 30 days, seek a mutually selected mediator and share the mediator’s fee equally unless agreed otherwise. Urgent court relief and filing deadlines remain available. No mandatory arbitration, shotgun buyout, noncompete or automatic dissolution applies under this template. A tailored deadlock plan requires separate signed terms.

8. General terms

The formation state’s law governs internal Company matters, subject to mandatory rules. Send notices to Schedule A addresses with delivery records. Amend only by signed consent of the Corporation through lawful approval and all affected shareholders. Mandatory law and the charter control. This agreement supplements the bylaws; any conflict needs review before action. Invalid terms do not defeat the rest where lawful. Counterparts and electronic signatures apply where permitted.

Schedule A — Ownership

Legal name / notice address / class / shares / ownership %:
____________________________________________________________
____________________________________________________________
____________________________________________________________
Total shares: __________ Total ownership: 100%.

Schedule B — Buy-sell terms, if any

☐ No mandatory buyout adopted. ☐ Separate reviewed schedule attached, dated __________.
Complete all required schedules before choosing a mandatory buyout.

Signatures

Corporation, by authorized officer: ____________________
Title, signature and date: ____________________

Each shareholder — legal name, signature and date:
____________________________________________________________
____________________________________________________________
____________________________________________________________

Joinder for later owner: I agree to the shareholder agreement dated __________ and acknowledge receipt of it and its schedules.
Name / shares / signature / date: ____________________
Corporation acknowledgment: ____________________

3. Resolution — Open a Business Bank Account

Entity legal name: ____________________
Formation state: ____________________
Date: ____________________

Approval body — choose one: ☐ Corporation board ☐ LLC members ☐ LLC manager(s). Use the body authorized by the governing papers and law. For a meeting, record notice or waiver, attendance, quorum and votes. For written consent, collect all signatures required by law and governing papers. A secretary’s certificate alone does not replace approval.

RESOLVED: The Entity may open and maintain the following account(s) in its own legal name at ____________________ (“Bank”): ____________________.

Authorized signers and titles: ____________________.
Signing rule: ☐ any one listed signer ☐ two listed signers for transactions above $__________.
Online administrators and access limits: ____________________.
Daily transfer or wire limit: $__________.
Approved cash-management services: ____________________.

Listed persons may supply formation records, tax ID and identification, and sign deposit account papers within this approval. Credit, overdraft borrowing, investment accounts, asset pledges and personal guarantees require separate approval. Ask the Bank to confirm which internal limits it can enforce; limits the Bank cannot enforce remain internal controls. The Bank may require its own forms. Authority continues until written revocation reaches the Bank, subject to its account terms. Notify the Bank when a signer changes.

Approval record and certification

Method: ☐ meeting ☐ written consent
Notice or waiver: ____________________
Persons present or consenting: ____________________
Quorum and approval requirement: ____________________
Votes for / against / abstaining: ____________________
Approved document attached, dated: ____________________

Approving directors, members or managers — names, capacities, signatures and dates:
____________________________________________________________
____________________________________________________________
____________________________________________________________

I certify that the above action received the required approval and remains in effect as of the date below.
Certifier name and title: ____________________
Signature and date: ____________________

4. Resolution — Apply for Business Credit

Entity legal name: ____________________
Formation state: ____________________
Date: ____________________

Approval body — choose one: ☐ Corporation board ☐ LLC members ☐ LLC manager(s). Use the body authorized by the governing papers and law. For a meeting, record notice or waiver, attendance, quorum and votes. For written consent, collect all signatures required by law and governing papers. A secretary’s certificate alone does not replace approval.

RESOLVED: ____________________ [name/title] may apply to ____________________ [lender] for ____________________ [product/purpose] up to $__________. Application authority alone does not approve borrowing, acceptance of final terms, a lien or a personal guarantee.

Choose ONE:
☐ Apply only. Return final terms for separate approval before accepting or drawing funds.
☐ Accept and sign only within these completed limits: maximum principal $__________; maximum APR ______%; maximum total fees $__________; maximum term ______ months; permitted collateral ____________________; permitted covenants ____________________. Attach the approved term sheet dated __________. A blank limit grants no authority for that item.

Any larger amount, different collateral, cross-default, confession of judgment or materially different term needs new approval. No individual personal guarantee is authorized by this resolution. Each proposed guarantor decides and signs separately. An entity guarantee also needs express separate approval. Authorized persons must use accurate records and meet lender identity and verification rules. This resolution does not promise credit approval or waive any lender requirements.

Approval record and certification

Method: ☐ meeting ☐ written consent
Notice or waiver: ____________________
Persons present or consenting: ____________________
Quorum and approval requirement: ____________________
Votes for / against / abstaining: ____________________
Approved document attached, dated: ____________________

Approving directors, members or managers — names, capacities, signatures and dates:
____________________________________________________________
____________________________________________________________
____________________________________________________________

I certify that the above action received the required approval and remains in effect as of the date below.
Certifier name and title: ____________________
Signature and date: ____________________

5. Resolution — Rent Office or Warehouse Space

Entity legal name: ____________________
Formation state: ____________________
Date: ____________________

Approval body — choose one: ☐ Corporation board ☐ LLC members ☐ LLC manager(s). Use the body authorized by the governing papers and law. For a meeting, record notice or waiver, attendance, quorum and votes. For written consent, collect all signatures required by law and governing papers. A secretary’s certificate alone does not replace approval.

RESOLVED: ____________________ [name/title] may negotiate a lease with ____________________ [landlord] for premises at ____________________, for use as ____________________.

Choose ONE: ☐ Negotiate only; final lease needs separate approval. ☐ Sign the attached reviewed lease within ALL limits below.

Maximum base rent: $__________ per month.
Maximum term: ______ months. Start date: __________.
Maximum deposit: $__________.
Maximum annual rent increase: ______%.
Maximum common-area, NNN, tax, insurance or other added charges: ____________________.
Tenant work, repairs and restoration limits: ____________________.
Renewal, termination and assignment terms approved: ____________________.
Approved lease version and date: ____________________.

A blank limit grants no authority for that term. Confirm zoning, lawful use, occupancy, insurance and any required permits before occupancy. Hazardous materials, warehouse operations and improvements need any required review. An internal cost cap does not change the landlord’s lease: put all agreed caps in the signed lease. No personal guarantee is authorized. A change beyond these terms requires new approval. Keep the signed lease and approval in Entity records.

Approval record and certification

Method: ☐ meeting ☐ written consent
Notice or waiver: ____________________
Persons present or consenting: ____________________
Quorum and approval requirement: ____________________
Votes for / against / abstaining: ____________________
Approved document attached, dated: ____________________

Approving directors, members or managers — names, capacities, signatures and dates:
____________________________________________________________
____________________________________________________________
____________________________________________________________

I certify that the above action received the required approval and remains in effect as of the date below.
Certifier name and title: ____________________
Signature and date: ____________________

6. Resolution — Appoint Officers and Record Authority

Entity legal name: ____________________
Formation state: ____________________
Date: ____________________

Approval body — choose one: ☐ Corporation board ☐ LLC members ☐ LLC manager(s). Use the body authorized by the governing papers and law. For a meeting, record notice or waiver, attendance, quorum and votes. For written consent, collect all signatures required by law and governing papers. A secretary’s certificate alone does not replace approval.

RESOLVED: The Corporation appoints the following officers, subject to lawful removal and contract rights:
President: ____________________.
Secretary: ____________________.
Treasurer: ____________________.
Other office and person: ____________________.

For an LLC, use “manager” or another title allowed by its Operating Agreement instead of adopting corporate offices without review. One person may hold several roles only if permitted. Appointment gives only the duties in the governing papers and specific approvals. It does not grant unlimited signing, borrowing or guarantee authority. Compensation, if any, requires separate written approval. The secretary or record keeper updates the authority list and informs banks and counterparties as needed.

Approval record and certification

Method: ☐ meeting ☐ written consent
Notice or waiver: ____________________
Persons present or consenting: ____________________
Quorum and approval requirement: ____________________
Votes for / against / abstaining: ____________________
Approved document attached, dated: ____________________

Approving directors, members or managers — names, capacities, signatures and dates:
____________________________________________________________
____________________________________________________________
____________________________________________________________

I certify that the above action received the required approval and remains in effect as of the date below.
Certifier name and title: ____________________
Signature and date: ____________________