By-laws, Operating Agreements, Resolutions and More

Around the time of incorporation, you will draft your corporate by-laws or operating agreement. Both outline the rules and protocols of how the company will conduct business and who will be in positions of ownership and management. Both remain part of the company's permanent record unless amended by a resolution.

Corporate By-Laws summarize the responsibilities of the officers and directors, describe how the Board of Directors will function, explain when and how board and shareholder meetings will be held, as well as where to find corporate meeting minutes. This document is typically authorized by the initial directors named on the Certificate of Incorporation. Corporate by-laws are not filed with any government authority, but should be filed with other company documents. They remain part of the company's permanent record unless they are amended via corporate resolution. 

Operating agreements (much like corporate by-laws of a corporation) outlines the rules and protocols for how the LLC will operate.  It represents an agreement among the members managing the limited liability company. Specifically, the operating agreement describes the responsibilities of the managers and members, the percentage of member ownership, as well as voting rights. This operating agreement is crucial to providing liability protection to the members of the LLC. It should be maintained with other corporate records such as meeting minutes and membership certificates. 

A corporate kit is a formal binder used to store corporate documents. Because it is so important to protect the corporate veil of your company, a corporate kit is an ideal tool for organizing and maintaning vital corporate records.  The kit includes stock or membership certificates, sample operating agreements and by-laws, as well as minute books.  Corporate kits can be ordered here

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