Pennsylvania Corporate Bylaws

Pennsylvania corporate bylaws are voted into effect during the first annual meeting in order to guide the board when managing the corporation. Once the initial bylaws are accepted, they may be amended by board or shareholder action.

Last updated December 6th, 2024

Pennsylvania corporate bylaws are voted into effect during the first annual meeting in order to guide the board when managing the corporation. Once the initial bylaws are accepted, they may be amended by board or shareholder action.

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Are bylaws required in Pennsylvania?

No, bylaws are not required in Pennsylvania, but they are generally considered invaluable tools for managing a successful corporation.[1]

Pennsylvania Corporate Laws

  • Corporate Tax: Specifically, the “annual rate of tax on corporate net income” in 2024 is 8.49%.[2]
  • Board: “Every business corporation” in Pennsylvania is managed by a board of directors in order to function legally.[3]
    • Number – The bylaws or articles of incorporation must designate at least one director to the board; however, “if no number is so stated,” then three directors shall sit on the board.[4]
    • Qualifications – The articles of incorporation, or especially the bylaws, dictate director requirements for the corporation but, if no restrictions or specific qualifications are named, anyone who is a “natural person of full age” is eligible.[5]
    • Terms – After the initial meeting, a director’s term “shall be one year,” while the corporation retains the option to stagger election.[6]
    • Staggered Terms – Whenever corporations stagger elections, they separate directors into equal-numbered classes that will never be “a longer period than four years.”[7]
  • Officers: Corporations put a president, secretary, and treasurer in office “or persons who shall act as such” in addition to any other officer it deems necessary.[8]
  • Fiduciary Duty: Officers, as well as directors, carry out their corporate obligations with the prudence, “skill and diligence” that an ordinary person would while prioritizing corporate interests.[9]
  • Meetings: Regular meetings and special meetings are subject to the direction of the bylaws; however, in the absence of such instructions or any in the articles, “at least five days’” notice is owed to directors for a special meeting.[10]
  • Quorum: A majority of all directors makes a “quorum for the transaction of business” as well as other board actions but this is adjustable through the bylaws.`[11]
  • Emergency Bylaws: Some emergencies prevent corporations from operating normally, thus, Pennsylvania corporations develop specific bylaws only “effective during an emergency.”[12]

Sources

  1. 15 PA Cons Stat § 1310 (2023)
  2. TAX REFORM CODE OF 1971 Act of Mar. 4, 1971, P.L. 6, No. 2
  3. 15 PA Cons Stat § 1721 (2023)
  4. 15 PA Cons Stat § 1723 (2023)
  5. 15 PA Cons Stat § 1722 (2023)
  6. 15 PA Cons Stat § 1724 (2023)
  7. 15 PA Cons Stat § 1724 (2023)
  8. 15 PA Cons Stat § 1732 (2023)
  9. 15 PA Cons Stat § 1712 (2023)
  10. 15 PA Cons Stat § 1703 (2023)
  11. 15 PA Cons Stat § 1727 (2023)
  12. 15 PA Cons Stat § 5509 (2023)