New York Corporate Bylaws

New York corporate bylaws are a corporation’s set of regulations over its daily operations as well as the rules its board, officers, and shareholders follow. The bylaws generally enforces a corporation’s internal structure and organization since they are a direct result of the board, as well as shareholder, wishes.

Last updated December 6th, 2024

New York corporate bylaws are a corporation’s set of regulations over its daily operations as well as the rules its board, officers, and shareholders follow. The bylaws generally enforces a corporation’s internal structure and organization since they are a direct result of the board, as well as shareholder, wishes.

27 Downloads
  1. Home »
  2. Corporate Bylaws »
  3. New York

Are bylaws required in New York?

Yes, incorporator(s) of New York corporations must institute their initial bylaws during their “organizational meeting.”[1]

New York Corporate Laws

  • Corporate Tax: A 7.25% corporate tax is in effect in New York State.[2]
  • Board: New York State’s law explicitly requires that “the business of a corporation” is managed by its board of directors.[3]
    • Number – Corporations must have at least one director on the board, but this number can be increased or fixed through the bylaws or by the “action of the shareholders.”[4]
    • Qualifications – New York mandates that board members are “at least eighteen years of age,” while a corporation’s bylaws have the power to require additional qualifications.[5]
    • Terms – A director’s term is generally from one annual meeting to the next, thus requiring an election at “each annual meeting of shareholders.”[6]
    • Staggered Terms – Corporations designate distinct classes to directors for the purpose of avoiding board-wide directors; however, if the bylaws assign additional directors, “there shall be no classification” of the new directors until the next annual meeting.[7]
    • Fiduciary Duty – Directors perform their duties and focus their decision-making process for the good of the corporation in the manner of a “prudent person” in the same position.[8]
  • Officers: Officers “appointed to hold office” shall do so until the next annual; however, the bylaws may adjust this to the shareholder or board’s wishes.[9]
  • Meetings: The bylaws list the conditions of the time and place for “regular or special” meetings, but if not, the board of directors does so.[10]
  • Quorum: The majority of the directors on the board make a quorum with the ability to “transact business” under state law; however, the bylaws can decrease this to no less than a third of all directors.[11]
  • Emergency Bylaws: Corporations enact emergency bylaws whenever a state of emergency prevents their normal function, such as “in the event of attack.”[12]

Sources

  1. NY Bus Corp L § 601 (2023)
  2. NY Tax L § 210 (2023)
  3. NY Bus Corp L § 701 (2023)
  4. NY Bus Corp L § 702 (2023)
  5. NY Bus Corp L § 701 (2023)
  6. NY Bus Corp L § 703 (2023)
  7. NY Bus Corp L § 704 (2023)
  8. NY Bus Corp L § 717 (2023)
  9. NY Bus Corp L § 715 (2023)
  10. NY Bus Corp L § 710 (2023)
  11. NY Bus Corp L § 707 (2023)
  12. NY DEA CH 784/51