Free Ohio Corporate Bylaws Template

Ohio calls them regulations. Section 1701.11 of the Revised Code is headed adopting, amending, and repealing regulations, and that is where a corporation’s internal governing rules live.

Searching for Ohio corporate bylaws in the General Corporation Law therefore turns up the wrong section, or none at all. The substance is the same; only the label differs.

Section 1701.11 sets out who may act and when.

Two Routes to Adoption

Division (A)(1) covers regulations for the government of a corporation, the conduct of its affairs, and the management of its property, consistent with law and the articles. Two routes lead to adopting, amending, or repealing them.

The Ninety-Day Director Window

The first route is time-limited. Directors may act within ninety days after the corporation is formed, following section 1701.10(A)(1). Miss that window and the directors lose this route for good.

The Shareholder Route

The second runs through the shareholders at a meeting held for that purpose, on the affirmative vote of holders exercising a majority of the voting power. Where the articles or existing regulations so provide, that threshold rises above a majority.

Shareholder Authority Is Protected

Division (B)(11) allows regulations defining, limiting, or regulating the exercise of shareholder authority, then adds a condition. Only the shareholders may adopt an amendment that would change or eliminate such a provision.

They can have both, and the two are distinct instruments. Section 1701.59 is headed authority of directors and bylaws, sitting separately from the regulations section.

The code treats them as separate throughout. Section 1701.64 refers to something required by the articles, the regulations, or the bylaws, listing three instruments rather than two.

Get the naming right in your own documents. A document labelled bylaws that the drafter meant as regulations may not carry the authority intended, and an Ohio business attorney can confirm which one your situation calls for.

Adopting Ohio corporate bylaws involves no filing, so the whole sequence stays internal.

1. File your articles of incorporation and note the formation date.
2. Decide which instrument you need, regulations under 1701.11 or bylaws under 1701.59, or both.
3. Draft the regulations, dealing with meetings, voting power, directors, officers, and shares.
4. Have the directors adopt within ninety days, or plan a shareholder meeting called for that purpose.
5. Record the vote with its date and the acting group named.
6. Keep the signed copy with your corporate records and replace it after each amendment.