Free Colorado Corporate Bylaws Template

Corporate bylaws are the internal rules a Colorado corporation adopts to govern itself. The Colorado Business Corporation Act covers them at section 7-102-106, which the legislature added in 1993 with effect from July 1994.

Two short subsections carry the whole rule, and the notable feature is a fallback chain naming three different groups who may adopt Colorado corporate bylaws.

Section 7-102-106 is brief, so both of its subsections matter.

The Three-Step Chain of Authority

Subsection (1) starts with the board of directors. If the corporation has not yet elected directors, the incorporators may adopt initial bylaws instead. Should neither group act, the shareholders may do so.

Few states name a third fallback. Colorado does, which means a corporation that reached share issuance without bylaws still has a route to adopting them.

Permissive Wording

Subsection (1) says these groups may adopt initial bylaws. Several other states use shall in the same position. The distinction is worth noting when you compare Colorado against a neighbouring state’s requirements, though it says nothing about whether bylaws are a good idea.

What the Bylaws May Contain

Subsection (2) permits any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or with the articles of incorporation. Colorado prescribes no statutory form and mandates no particular clause.

The board of directors, in the ordinary case. Section 7-102-106(1) names the board first, and most corporations handle bylaws at the first board meeting after formation.

Incorporators step in only when the corporation has yet to elect directors. That covers companies formed without initial directors named, where somebody still needs authority to put the governance documents in place.

Shareholders are the backstop. Their power under subsection (1) depends on neither of the other two groups having acted, so it is a gap-filler rather than a competing route.

Adopting Colorado corporate bylaws involves no filing, so the work stays internal to the corporation.

1. File your articles of incorporation to bring the corporation into existence.
2. Identify who will adopt. Work down the chain in section 7-102-106(1): board first, incorporators if no directors are elected, shareholders if neither has acted.
3. Draft the bylaws covering meetings, quorum, directors, officers, and shares.
4. Adopt them and minute the decision, naming the adopting group and the date.
5. File them internally with your corporate records and refresh the copy after each change.