Free S Corp Bylaws Template serves as a foundational document for small businesses operating as S Corporations in the United States. This document is essential when incorporating a business that wishes to maintain S Corporation tax status while providing limited liability protection to its owners. The bylaws outline corporate structure, governance procedures, and operational rules in compliance with both federal and state requirements. They become particularly important during major corporate decisions, ownership transfers, and potential disputes, serving as the primary reference for corporate governance matters.
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1. Article I: Name and Offices: Corporation name and location of registered offices
2. Article II: Shareholders: Rights, meetings, voting procedures, and transfer restrictions for shareholders
3. Article III: Board of Directors: Composition, powers, meetings, and committees of the Board of Directors
4. Article IV: Officers: Officer positions, duties, and appointment procedures
5. Article V: Stock: Stock certificates, transfers, and restrictions
6. Article VI: Corporate Records: Maintenance of books, records, and minutes
7. Article VII: Fiscal Year: Definition of corporation's fiscal year
1. Article VIII: Indemnification: Provisions for protection of directors and officers from liability
2. Article IX: Emergency Bylaws: Procedures and protocols for operation during emergency situations
3. Article X: Banking: Specific banking arrangements and procedures for the corporation
1. Schedule A: Initial Directors: List of initial board members and their details
2. Schedule B: Initial Officers: List of initial corporate officers and their positions
3. Schedule C: Initial Shareholders: List of initial shareholders and their shareholdings
4. Appendix A: Shareholder Agreement: Supplementary agreement governing shareholder relations and rights
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