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Free Wyoming Corporate Bylaws Template

Corporate bylaws are the internal rules your Wyoming corporation runs on, and the state supplies its own if you never get around to adopting any. Document Genius walks you through each section and has yours ready to download in minutes.

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What Are Corporate Bylaws in Wyoming?

Corporate bylaws are the internal rules a Wyoming corporation adopts to govern itself. Section 17-16-206 of the Wyoming Business Corporation Act covers them in three subsections.

That third subsection is the one no other state seems to have. Wyoming corporate bylaws are directed by subsection (a), and subsection (c) then says what happens if a corporation ignores that direction.

Wyoming Requirements for Corporate Bylaws

Two subsections read like everywhere else. The third does not.

Adoption and Contents

Subsection (a) hands initial bylaws to the incorporators or the board of directors. Subsection (b) then opens the contents wide, admitting any provision that manages the business and regulates the corporation’s affairs without clashing with law or the articles.

What Happens With No Bylaws

Subsection (c) opens with a conditional that most corporation acts leave out entirely: if bylaws are not adopted, three rules apply.

The Three Default Rules

An annual meeting must be held within three months after the close of the corporation’s fiscal year. The required officers are the president, the secretary, and the treasurer. And bylaws may be adopted at any director or shareholder meeting.

Why That Third One Matters

Subsection (c)(iii) keeps the door open. A corporation that never adopted bylaws does not need a special process to fix that; any director or shareholder meeting will do.

What Happens if a Wyoming Corporation Has No Bylaws?

The statute fills the gap rather than leaving one. Subsection (c) supplies an annual meeting deadline, a fixed slate of officers, and a route to adopting bylaws later.

Those defaults are rigid, though. A three-month window after fiscal year end is tighter than many corporations would choose, and a mandatory president, secretary, and treasurer suits some structures poorly.

Read subsection (c) as a safety net rather than an alternative. It keeps a corporation functioning, but adopting your own bylaws is how you get rules that match the business.

If your corporation has been operating without bylaws, check the annual meeting timing first. Subsection (c)(i) ties the deadline to your fiscal year end, so the date moves with whatever year end you chose at formation.

How to Adopt Corporate Bylaws in Wyoming

Adopting Wyoming corporate bylaws is internal, and nothing reaches the Secretary of State.

  1. Open the corporation by filing your articles of incorporation.
  2. Work out who adopts, since subsection (a) allows the incorporators or the board.
  3. Draft the bylaws, touching meetings, quorum, directors, officers, and shares.
  4. Set your own annual meeting timing, rather than inheriting the three-month default.
  5. Adopt and minute the decision, naming who acted and the date.
  6. Lodge the signed set with your corporate records and reissue it after amendments.