Subchapter C-Corporations and Subchapter S-Corporations need Bylaws. Bylaws are a part of corporate compliance or corporate formalities. Along with regular annual meetings of the board, keeping minutes, and filing business taxes, Bylaws are a key part of maintaining a separate identity for your corporation. You need Bylaws to ensure the Corporate Veil is not pierced and to maintain the liability protections that come with being incorporated. Bylaws also allow you to define your business structure, the roles of your employers and officers, and the plan for conducting corporate affairs.
A Scottsdale Arizona business lawyer will assist with the creation of Bylaws and will advise you on this requirement and other obligations that you must fulfill to maintain corporate formalities. Your attorney will also advise you on whether you must file Bylaws with the Secretary of State or take other steps to give your Bylaws legal force. Do not jeopardize liability protections or tax benefits associated with incorporating your business – contact Lotzar Law Firm, P.C. today for help with all aspects of starting or incorporating your organization.
Arizona requires your Corporation to have Bylaws. The Bylaws must provide information on how the Board of Directors is to be elected for your organization. The Bylaws should also provide information on what votes will be required in order for your organization to take a particular action. To understand requirements for Bylaws in Arizona, see A.R.S. §10-206 and 10-3206. Bylaws can contain any provisions not prohibited by law.
Your Company Does Not Need to File Bylaws with the Secretary of State or Corporation Commission
Although your corporation must have Bylaws by law in Arizona, the Arizona Corporation Commission does not accept Bylaws. You do not have to file Bylaws with the Secretary of State or Corporation Commission. The A.C.C. does not keep copies of Bylaws on file and cannot provide a copy of corporate Bylaws to interested parties.
The Arizona Corporation Commission cannot provide advice concerning the content of Bylaws, and cannot tell you whether Bylaws that you have created are valid and meet state requirements for maintaining corporate formalities. There are no forms available from the A.C.C. for standard corporate Bylaws.
Although you do not need to file Bylaws with the Secretary of State or Corporation Commission, you still must keep these documents on file in case questions are ever raised about the validity of your corporate operations. If you are sued and a motion is made to pierce the Corporate Veil, having a copy of the Bylaws on file can be used as one piece of evidence demonstrating that your company complied with Arizona laws. If you are audited by the IRS and questions are raised regarding whether your business is a sham designed to reduce tax liability rather than a legitimate corporation, you want to be able to produce Bylaws.
Lotzar Law Firm, P.C. can help write Bylaws for your organization. We’ll also make sure you comply with other Arizona and federal requirements for maintaining your corporate identity. Call today to speak with a Scottsdale Arizona business lawyer and learn more.
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