Does My Small Corporation Need Bylaws and Resolutions?

By Bill Stilwell · Last reviewed October 16, 2026

The short answer

Bylaws are a corporation’s internal rules: how directors are chosen, how meetings and votes work, and what officers can do. Resolutions are written records of specific decisions, like opening a bank account, borrowing money, or issuing shares. The U.S. Small Business Administration (SBA) lists bylaws as recommended for corporations, and resolutions for nonprofits, and keeping both on file is how you prove who approved what.

What this means

The outline asks you to record corporate governance where applicable.

Bylaws usually cover:

Number of directors, how they’re elected, and how long they serve
Officers, like president, secretary, and treasurer, and what each can do
How meetings are called, what counts as a quorum, and how votes work
Whether directors and shareholders can act by written consent without a meeting
Stock rules, like issuing and transferring shares
How to amend the bylaws

Resolutions record specific decisions. Common ones in a small business:

Opening bank accounts and naming who can sign
Approving loans or leases
Issuing shares or admitting new owners
Electing or removing officers
Approving the S corporation election (see 8.6.5 S Corporation Tax Election)
Naming who manages key online accounts

Limited liability companies (LLCs) don’t have bylaws, but many use written resolutions or member consents for the same kind of decisions, under the rules in the operating agreement (see 8.7.2 Operating Agreement).

Example: a small electrical contracting corporation (made up for this page) adopts bylaws on day one. When it opens a business line of credit, the board signs a one-page resolution approving the loan and naming the president as signer. When it hires a marketing agency, it signs a resolution saying the corporation owns the Google Business Profile and the agency gets manager access only.

Why it matters

Banks and lenders ask for resolutions. Many want written proof of who can sign before they open accounts or lend.
Without bylaws, state defaults apply. Your state’s corporation law fills the gaps.
Big decisions get questioned later. In a dispute, sale, or audit, written resolutions show the decision was approved properly.
Account control disputes need proof. A resolution naming who controls the accounts makes recovery easier.

Who this applies to

Every corporation and nonprofit corporation. LLCs should use resolutions or written consents for major decisions, as their operating agreement allows. Sole proprietors don’t need them.

How to do it

Get bylaws drafted by an attorney, or start from a reputable template and have an attorney review it.
Check that the bylaws fit your state’s corporation law and your articles of incorporation.
Adopt the bylaws at the first board meeting or by written consent (see 8.7.5 Initial Consent or Meeting Records).
Make a simple resolution template: business name, date, decision, vote or signatures, and who signed.
Write a resolution for each major decision, such as banking, loans, leases, new owners, officer changes, and tax elections.
Include account authority in a resolution: who owns and who manages the Google Business Profile, domain, website, and payment accounts (see 14.8.2 Owners and Managers and 10.4.6 Account Ownership).
Have the right people sign, as the bylaws require.
File signed copies in date order in your corporate records folder.
Review the bylaws every year, and amend them in writing if how you operate has changed.

What proof to keep

Adopted bylaws and every amendment, with the adoption date
Every signed resolution or written consent, in date order
A simple index listing each resolution’s date and subject

Common mistakes

Never adopting the bylaws you had drafted. A draft in a drawer doesn’t count.
Making big decisions with no written record. Later, no one can prove what was approved.
Using bylaws that don’t match the articles or the way the business actually runs.
Letting an agency or employee own business accounts with no written record of who the business authorized.
Forgetting to update signers after an officer leaves.

When to get help from a pro

An attorney should draft or review the bylaws and your first resolutions. Ask:

Do our bylaws match our articles and our state’s corporation law?
Which decisions should always have a written resolution in our business?

Bill’s note

[Bill: add a short story or opinion. For example, a client who couldn’t prove who was authorized to manage their Google Business Profile, or how written authority helped recover an account.]

If you’d rather have this done for you, SiteSmarty sets up Google Business Profiles so the business is the owner and managers have only the access they need.

How I did this for SiteSmarty

[Date I did this:]
[What I actually did, step by step: whether my entity uses bylaws or resolutions, and the first ones I signed]
[What it cost and how long it took:]
[What surprised me or what I’d do differently:]
[Screenshot or photo to add, with private info blurred: a signed resolution or resolution index]
[Result so far:]

Questions people ask

What should bylaws include? How directors and officers are chosen, how meetings and votes work, written consent rules, stock rules, and how to amend the bylaws.

What is a corporate resolution? A written record of a specific decision approved by the board or shareholders, like opening a bank account or taking a loan.

When do I need a written resolution? For major decisions: banking, loans, leases, new owners, officer changes, tax elections, and account authority.

Do LLCs use resolutions? LLCs don’t have bylaws, but many use written resolutions or member consents for major decisions, following their operating agreement.

Where do I keep bylaws and resolutions? In one corporate records folder, in date order, with a backup copy.

Audit check

Question: Has the corporation adopted bylaws, and are major decisions recorded in signed resolutions, including who controls key business accounts?
Pass looks like: Adopted bylaws with a date, signed resolutions for banking, loans, ownership changes, and account authority, and an index in date order.
Fail looks like: Unsigned or unadopted bylaws. No resolutions for major decisions. No written record of who controls accounts.
Evidence to collect: Bylaws with adoption record, resolution index, and the banking and account authority resolutions.

Where this fits

Do this first: 8.7.1 Formation Documents, 8.6.4 Corporation, 8.6.6 Nonprofit

Do this next: 8.7.4 Ownership Ledger

Sources

U.S. Small Business Administration, "Register your business" (checked October 16, 2026)
U.S. Small Business Administration, "Choose a business structure" (checked October 16, 2026)

This page explains general rules and Bill's own experience. It is not legal, tax, or insurance advice. Talk to a qualified professional about your situation.