December 4, 2021

Volume XI, Number 338

Advertisement
Advertisement

December 03, 2021

Subscribe to Latest Legal News and Analysis

December 02, 2021

Subscribe to Latest Legal News and Analysis

December 01, 2021

Subscribe to Latest Legal News and Analysis

Must A Corporation Have Bylaws?

Yesterday, I wrote about the motion to dismiss a class action lawsuit against Dropbox based on forum non conveniens and the corporation's federal forum selection bylaw.  Several Delaware Justices, Chancellors, and Vice Chancellors and Professor Joseph Grundfest also filed an amicus brief

Among other things, the amici take issue with the plaintiff's contention that Dropbox "as a Delaware chartered corporation, was obligated to adopt corporate bylaws":

 "Plaintiffs misstate Delaware law.  No Delaware corporation is 'obligated to adopt bylaws.' Delaware General Corporation Law section 109 permits but does not require the adoption of bylaws, and section 102, subdivision (b)(1) provides that 'any provision which is required or permitted by any section of this chapter to be stated in the bylaws may instead be stated in the certificate of incorporation.'  Delaware corporations thus can function with a certificate of incorporation alone."

I addressed this very issue eight years ago in this blog post.  At the time, I noted that Professor Marsh's treatise flatly states "there is no requirement that a corporation in fact have bylaws" but I also noted that various provisions might implicitly require the adoption of bylaws.  

© 2010-2021 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume X, Number 203
Advertisement
Advertisement
Advertisement
Advertisement
Advertisement
Advertisement

About this Author

Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm
Partner

Keith Bishop works with privately held and publicly traded companies on federal and state corporate and securities transactions, compliance, and governance matters. He is highly-regarded for his in-depth knowledge of the distinctive corporate and regulatory requirements faced by corporations in the state of California.

While many law firms have a great deal of expertise in federal or Delaware corporate law, Keith’s specific focus on California corporate and securities law is uncommon. A former California state regulator of securities and financial institutions, Keith has decades of...

949-851-5428
Advertisement
Advertisement
Advertisement