Simple S Corp Bylaws are essential documents required when establishing or operating an S Corporation in the United States. They provide the framework for corporate governance, defining how the company will be managed and operated while maintaining compliance with IRS S Corporation requirements. These bylaws typically include provisions for shareholder meetings, board operations, stock transfers, and officer duties. They are particularly important for maintaining the company's S Corporation status and protecting the interests of shareholders while ensuring proper corporate formalities are observed.
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1. Article I - Name and Offices: Corporate name and location of registered office
2. Article II - Shareholders: Rights, meetings, voting procedures, and transfer restrictions for shareholders including annual meeting requirements, special meetings, notice periods, quorum requirements, and voting rights
3. Article III - Board of Directors: Composition, powers, meetings, and committees of the Board including number of directors, qualification requirements, election procedures, removal, vacancies, and meeting protocols
4. Article IV - Officers: Officer positions, duties, appointment procedures including roles of President, Secretary, Treasurer, and other officers as needed
5. Article V - Stock: Stock certificates, transfers, and restrictions including S Corporation specific limitations on stock classes and ownership
6. Article VI - Corporate Records: Record keeping requirements and inspection rights including maintenance of corporate minutes, shareholder records, and financial statements
1. Article VII - Indemnification: Provisions for protecting directors and officers from personal liability and detailing the corporation's indemnification obligations
2. Article VIII - Fiscal Year: Designation of the corporation's fiscal year and procedures for modifying it
3. Article IX - Emergency Bylaws: Special procedures and protocols for corporate governance during emergency situations
1. Schedule A - Initial Directors: List of initial board members with their names, addresses, and terms of service
2. Schedule B - Initial Officers: List of initial corporate officers with their positions and contact information
3. Schedule C - Initial Shareholders: List of initial shareholders with their ownership percentages and share quantities
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