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Free Georgia Corporate Bylaws Template

Corporate bylaws are the internal rules your Georgia corporation runs on, and timing matters more here than in most states. Answer a few simple questions and Document Genius builds a customizable set in minutes.

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What Are Corporate Bylaws in Georgia?

Corporate bylaws are the internal rules a Georgia corporation adopts to govern itself. Section 14-2-206 of the Georgia Code covers them, in wording that dates from 1988 and was amended in 1993.

The section carries a deeming rule that few other states have. Georgia corporate bylaws adopted early enough are treated, for the whole of the Business Corporation chapter, as though the shareholders had adopted them.

Georgia Requirements for Corporate Bylaws

Two subsections, and the first one contains the part worth slowing down for.

Who Adopts Them

Subsection (a) directs the incorporators or the board of directors to adopt initial bylaws for the corporation. That much matches most states.

The Timing Rule

The rest of subsection (a) does not. Bylaws adopted by the incorporators or the board before, or at the same time as, the issuance of any of the corporation’s shares shall constitute bylaws adopted by the shareholders for all purposes of the chapter.

In other words, Georgia treats early bylaws as carrying shareholder authority even though no shareholder voted on them. Adopting before the first share goes out therefore changes the status of the document, not just its date.

The Permitted Contents

Subsection (b) opens the door to any provision that manages the business and regulates the corporation’s affairs, provided it does not conflict with law or the articles. Georgia sets out no statutory form and demands no particular clause.

Why Timing Matters for Georgia Bylaws

Adopt before shares are issued and the bylaws count as shareholder-adopted. Subsection (a) says so directly, and it applies for all purposes of the chapter rather than for one narrow question.

Adopt afterwards and that deeming rule simply does not reach them. The bylaws remain perfectly valid, but they are board or incorporator bylaws rather than bylaws with shareholder standing behind them.

For a corporation issuing shares on day one, this argues for having the bylaws ready before the closing rather than after it.

Date your bylaws clearly and file the adoption minute alongside your share issuance records. Because subsection (a) turns on whether adoption came before or contemporaneously with the first issuance, the sequence needs to be visible in your paperwork.

How to Adopt Corporate Bylaws in Georgia

The order of events carries more weight here than the mechanics do.

  1. File your articles of incorporation and get the corporation formed.
  2. Draft the bylaws before you issue shares, so subsection (a) can treat them as shareholder-adopted.
  3. Choose the adopting group, either the incorporators or the board.
  4. Adopt them and minute the decision, recording the date plainly.
  5. Issue shares afterwards, or at the same meeting, and keep both records together.
  6. Store the signed bylaws with your corporate records, refreshing the copy after amendments.