Oregon Corporate Bylaws
Oregon corporate bylaws outline the rules and procedures for your corporation, including how to resolve conflicts, the process for holding meetings, and who gets to make important decisions on behalf of the company. Your bylaws may also include ownership percentages, share amounts, and daily operating procedures.
Unlike your Articles of Incorporation, corporate bylaws are not filed with the Oregon Secretary of State. However, establishing corporate bylaws will help you avoid internal disagreements and protect your liability from company debts.
When you sign up for our Oregon Incorporation service, you’ll get FREE attorney-drafted corporate bylaws you can customize to fit your needs. You also get a year of our $35 registered agent service, lifetime support from local business experts, and a secure online account to store your important documents.
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FREE Oregon Corporate Bylaws
Ready to get started? Use our FREE online tool to create your Oregon corporate bylaws. Our template is attorney-drafted and includes tons of room for customization. If you need more time, you can save your progress and come back. And the best part? You can download and print your bylaws for FREE once you’re done. You can also hire us to start your Oregon corporation!
Does Oregon require corporations to have bylaws?
Yes. Per OR Rev Stat § 60.061, initial bylaws must be adopted by your company’s board of directors or incorporators, which typically happens during the first board meeting. Your company could face serious consequences without corporate bylaws, especially in a legal suit.
In addition, corporate bylaws provide structure and legitimacy for your Oregon corporation. For example, if you want to attract investors, you’ll likely need to show your operating agreement. Not only does it demonstrate that your corporation is professional, but bylaws also outline how you will allocate funds and the process for selling shares to investors.
What should I include in my corporate bylaws?
There is no “one size fits all” process for writing corporate bylaws. Because every business is unique, you can include as much or as little information as you see fit. However, remember that your bylaws must fit within the boundaries of state laws.
Here’s a quick breakdown of what most business owners include:
- Company information: Include the name of your corporation, business purpose, principal address, and registered agent information.
- Board of Directors: Determine how directors will be appointed, removed, and paid. This section should also include details regarding individual responsibilities and the process for scheduling meetings.
- Stock: Outline the type of stock (and number) and classes of shares your corporation can sell. You may also include how certificates are issued and how shareholders can transfer them to someone else.
- Shareholders’ Meetings: Determine the process for holding shareholder meetings, including where, when, and how often.
- Officer information: Outline each officer’s rights, responsibilities, and salaries.
Our attorney-drafted corporate bylaws include all of the above plus much more, including finances, books and records, notices, amendments, and dissolution. Get FREE corporate bylaws with our registered agent or Oregon incorporation service.
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Oregon Corporate Bylaws FAQ
Are corporate bylaws public record?
No, your corporate bylaws are not filed with the Oregon Secretary of State. However, storing your bylaws in a secure location is essential if you ever need them. For example, you might be required to produce your corporate bylaws to open a business bank account or apply for a loan.
Can I write my own corporate bylaws?
Yes. Although hiring an attorney or company (like us) that provides free bylaws is the ideal path, you and (if applicable) the other board members can write the corporate bylaws, provided you have the time and willingness to research. However, remember that corporate bylaws are typically more complicated than an LLC operating agreement. So, once your bylaws are complete, we strongly encourage you to have a business attorney review them and ensure everything is legally sound.
Do my corporate bylaws need to be signed?
Technically, your corporate bylaws do not need to be signed by the board of directors. However, having each person’s signature on the bylaws helps ensure that everyone knows the agreed-upon rules and procedures.
Can I update or change my corporate bylaws?
Yes. Your corporate bylaws should outline a specific procedure for making updates or changes. Typically, updates or changes are made by holding a board of directors meeting and getting a specific number of votes. However, Oregon state law (OR Rev Stat § 60.461) states that shareholders can amend the corporation’s bylaws if the Articles of Incorporation give them the authority.