Drafting the Initial Bylaws for a New Corporation

One of your first opportunities to introduce clients to the requirements of corporate governance is through the preparation and explanation of the initial bylaws for a new corporation at the time it is being formed and organized.  The content of the bylaws will depend on a variety of factors, most notably the rules set out by the statutory and case law of the jurisdiction in which the new corporation is formed and organized, the stage of development of the corporation and, of course, the specific dynamics of relationship among the stockholders of the corporation. Using the information that you should have collected from an Incorporation Questionnaire, as well as other discussions with the founders, you should prepare an initial draft of the bylaws before the certificate of incorporation is filed (for examples, see Specialty Forms at §§ 8:117 and 8:120 in Business Transactions Solution) and send it to the founders with a transmittal communication–letter or e-mail–that highlights some of the key issues that are covered in the bylaws. 

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