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Free Massachusetts Corporate Bylaws Template

Corporate bylaws are the internal rules your Massachusetts corporation runs on, and until the first shares are issued the incorporators hold powers that later belong to shareholders. Document Genius walks you through each section and has yours ready to download in minutes.

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What Are Corporate Bylaws in Massachusetts?

Corporate bylaws are the internal rules a Massachusetts corporation adopts to govern itself. Chapter 156D of the General Laws covers them at section 2.06.

Watch the vocabulary before you adapt anything. Massachusetts corporate bylaws answer to the articles of organization, a term most other states reserve for limited liability companies rather than corporations.

Massachusetts Requirements for Corporate Bylaws

Section 2.06 is short. Section 2.01 gives the formation stage its distinctive shape.

Adoption and Contents

Subsection (a) leaves initial bylaws to the incorporators or the board of directors. Subsection (b) then admits any provision that manages the business and regulates the corporation’s affairs, so long as it squares with law and the articles of organization.

Incorporators Stand In for Shareholders

Section 2.01 goes further than most states. Before the initial issuance of shares, the incorporators may exercise all powers of shareholders and take any action that law, the articles of organization, or the bylaws require or permit shareholders to take.

That is a broad grant, and it is temporary. It lasts only until the corporation issues its first shares.

How a Corporation Starts

The same section provides that one or more persons act as incorporators by signing articles of organization and delivering them to the secretary of state for filing.

Provisions Can Sit in the Articles

Section 2.02 allows the articles of organization to include any provision that the chapter requires or permits to be set forth in the bylaws.

What Can Massachusetts Incorporators Do Before Shares Are Issued?

Anything shareholders could do, under section 2.01. The grant covers all powers of shareholders and any action law, the articles of organization, or the bylaws assign to them.

The window closes at the first issuance. Once shares go out, the incorporators lose that standing and real shareholders take over.

Use the window deliberately rather than letting it lapse. Adopting bylaws, approving a share issuance, and settling anything that would otherwise need a shareholder vote are all easier while one small group holds both roles.

Minute the date of the first share issuance carefully. Section 2.01 uses that moment as the cut-off for incorporator authority, so any action taken in reliance on it needs to sit clearly on the earlier side of the line.

How to Adopt Corporate Bylaws in Massachusetts

Adopting Massachusetts corporate bylaws is internal, and the secretary of state receives only the articles.

  1. Sign and deliver articles of organization to the secretary of state for filing.
  2. Decide what belongs in the articles, since section 2.02 lets them carry bylaw provisions.
  3. Draft the bylaws, moving across meetings, quorum, directors, officers, and shares.
  4. Adopt them before the first share issuance, while incorporators still hold shareholder powers.
  5. Minute the adoption with its date and the acting group named.
  6. Shelve the signed set with your corporate records and reissue it after each amendment.