Does Virginia Require That Corporations Have Bylaws?

In Manassas, Virginia, the bylaws are a requirement for business formation. Basically, the bylaws refer to the standards and rules that guide an organization or a business entity in the conduct of operations. 

It can be internal wherein the bylaws set provisions that the stakeholders must abide by. Moreover, the significant importance of bylaws in a corporation is in the aspect of external operations. 

It governs the agreement between partners of a company and their relationships with third parties. Corporations should also note that the bylaws must be made in a public document in order for them to be effective between parties. 

It must be available to the public in the time of transactions with business formation, banks, tax administration, and the like. That is why comprehensive bylaws should be a priority of corporations. 

If you are planning to form a corporation, it is strategic for you to consult with a dependable business formation lawyer. The Irving Law Firm has a team of lawyers that can inform you about the significance of the bylaws and especially how they should be framed. 

Formation Of Corporations In Virginia

Article 3, § 13.1-624 of the Code of Virginia states that the incorporators or directors of a corporation must adopt initial bylaws. It is a fundamental document to look at when applying for a permit to operate. 

Bylaws that are legally sound demonstrate your company’s professionalism and adherence to the law. To determine your credibility, the entities that you transact with such as banks, investors, and other business partners review your bylaws. 

Well-framed corporate bylaws show that your company is a distinct legal entity that adheres to uniform rules. It, therefore, helps to safeguard your liability protection if your corporation encounters legal prosecution. 

On the other hand, being a part of a company where no one knows who is in charge can be stressful. The bylaws outline and specify the duties and obligations of your directors, shareholders, and officers. 

Your bylaws might specify, for instance, that only shareholders have the authority to change and contest certain policies. Additionally, bylaws define fundamental procedures like voting and holding meetings. If there is a dispute, it is preferable to resolve it privately and in accordance with your bylaws as opposed to litigating it in court.

Fundamental Elements In The Corporate Bylaws

You are free to include any rule for your corporation that is consistent with your articles of incorporation and the law. Meanwhile, the Virginia Code 13.1-624 (2019) offers some guidance on what corporate bylaws may contain.

• Provisions regarding the sale of shares, the transfer thereof, and limitations.
• Separation of the partner and other aspects related to transactions with third parties.
• Ways to vote in shareholders’ meetings.
• Right of preference in the purchase of shares of the partners.
• Amendments and emergencies.

More importantly, the code specifies that the corporation’s bylaws must delineate the purpose of the corporation’s social activity. Also, the definition of the Board of Directors and the governing body, and the legal representation of the company delineate the purpose. 

When describing the company’s purpose, it is important that it is straightforward. Therefore, the kind of commercial activity the business will engage in must be clear. 

Poorly defining it will make it more difficult to position the business in the market. The stakeholders must also know about how decisions are made and communicated within the company. 

The appropriate specifications of their roles and duties pave the way for the corporation’s director of management in the long run.  Lastly, It is crucial to identify the person who will be tasked with representing the business before authorities and third parties. 

Summary

The bylaws tend to become the backbone of the company. A well-constructed bylaw generally aids the company to avoid unnecessary obstacles from the business formation up to the actual operations. 

It can also establish the credibility of the corporation, making it easier for successful transactions.  In order to have legally-sound bylaws, it is wise to speak with a lawyer. 

The Irving Law Firm has a set of skillful business formation lawyers that can guarantee the completeness of your bylaws. They do not only help in framing the bylaws for the benefit of the corporation’s decision-makers but also for the stability of the general stakeholders.

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