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Free Mississippi Corporate Bylaws Template

Corporate bylaws are the internal rules your Mississippi corporation runs on, set out in a statute that has stood unchanged since 1988. Answer a few simple questions and Document Genius builds a customizable set in minutes.

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What Are Corporate Bylaws in Mississippi?

Corporate bylaws are the internal rules a Mississippi corporation adopts to govern itself. Section 79-4-2.06 of the Mississippi Code covers them, as part of the Mississippi Business Corporation Act.

Two short subsections are the whole of it. Mississippi corporate bylaws answer to a provision the legislature enacted in 1987 and brought into force at the start of 1988, and it carries no later amendments.

Mississippi Requirements for Corporate Bylaws

The section is brief, which puts the weight on the two things it does say.

Adoption Is Mandatory

Subsection (a) provides that the incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. The verb is shall, and either group may carry it out.

Contents Are Left to You

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

No Later Additions

The section carries a single history note, recording its enactment by Laws 1987, chapter 486. Several states have since bolted proxy access, expense reimbursement, or fee-shifting limits onto their equivalent provisions. Mississippi’s has stayed as originally drafted.

Are Corporate Bylaws Required in Mississippi?

Yes. Subsection (a) directs that initial bylaws shall be adopted, which puts Mississippi among the states that treat this as a duty rather than an option.

Either the incorporators or the board can satisfy it. Corporations usually handle it at the first organizational meeting, whichever of the two groups is in place at the time.

Adoption is not filing. Nothing in section 79-4-2.06 sends the bylaws to the Secretary of State, so they live in your corporate records rather than on any public file.

Because the statute says so little, your bylaws are doing more of the work in Mississippi than in states with longer provisions. Anything you leave out falls back on general provisions of the Act rather than on a rule written for your corporation.

How to Adopt Corporate Bylaws in Mississippi

Adopting Mississippi corporate bylaws is short, and none of it involves a state filing.

  1. Set the corporation up by filing your articles of incorporation.
  2. Hold the first organizational meeting, which is where most corporations take up the bylaws.
  3. Decide who adopts, since subsection (a) accepts the incorporators or the board.
  4. Draft the bylaws, running from meetings and quorum to officers and shares.
  5. Adopt them and minute the vote, recording the group that acted and the date.
  6. Store the signed copy with your corporate records and replace it whenever you amend.