California Corporate Bylaws and Organizational Consents Template
For a newly incorporated for-profit corporation with one or a few shareholders that needs its bylaws, its first board consent and its first shareholders' consent. This edition of the form is completed for California: the governing statute, filing office and document names below are already typed in, and the clauses California law treats differently from the state-neutral version have been adjusted.
Buy and download
What the California edition already fills in
Governing law line on the cover: California — California General Corporation Law, Cal. Corp. Code § 100 et seq..
| Item | California |
|---|---|
| LLC statute | California Revised Uniform Limited Liability Company Act, Cal. Corp. Code § 17701.01 et seq. |
| Formation document (LLC) | Articles of Organization (Form LLC-1) |
| Filing office | California Secretary of State |
| Annual filings | Statement of Information (Form LLC-12) within 90 days of filing and every two years; $800 annual LLC tax and gross-receipts fee to the Franchise Tax Board |
| Final filing on dissolution (LLC) | Certificate of Cancellation (Form LLC-4/7), preceded by a Certificate of Dissolution (Form LLC-3) unless all members vote to dissolve |
| Business corporation statute | California General Corporation Law, Cal. Corp. Code § 100 et seq. |
| Charter document (corporation) | Articles of Incorporation |
| Publication requirement | None |
| Community property | Yes — a spouse may hold a community interest in a membership interest acquired during marriage; use the spousal acknowledgment or consent |
| Note | Non-compete covenants among LLC members are void except under §§ 16601–16602.5. |
What is inside
- Bylaws: Key Terms table + 8 articles — offices and records, shareholders (meetings, notice, quorum, voting, written consent), board of directors, officers, duties and interested transactions, indemnification and advancement, shares and transfers, general
- Organizational Consent of the incorporator and directors (adopts bylaws, elects officers, issues shares, bank, EIN and tax elections) · Shareholders' Written Consent
- Instruction Sheet: single-director corporations, quorum and voting, written consents, officers, interested directors, indemnification, transfer restrictions, after-signing checklist, when the form is not enough
How it works
- Buy and download the zip (Word .docx files).
- Open the Instruction Sheet; it explains every field in plain language.
- Open the California edition and replace each yellow [BRACKETED FIELD].
- Delete the cover page, print or sign electronically, keep the signed original with your records.
Questions
Is this corporate bylaws and organizational consents valid in California?
Yes. The California edition is the state-neutral form with the California statute, filing office and document names typed in, and the clauses California treats differently adjusted. It is a template you complete yourself; have an attorney licensed in California review it if your situation is unusual.
What file do I get?
A zip with the California edition and all other 50 state editions, each as Word (.docx) files in English and Spanish, plus the Instruction Sheet. Open in Microsoft Word, Google Docs or LibreOffice.
How do I complete it?
Open the Instruction Sheet first. Replace each yellow [BRACKETED FIELD] with your information, delete the options you do not use, delete the cover page, then print or e-sign.
Do I need a notary or a lawyer?
The Instruction Sheet says when a signature needs a notary and lists the situations where the form is not enough and an attorney should review it.
Other California templates
- California Single-Member LLC Operating Agreement
- California Multi-Member LLC Operating Agreement
- California LLC Resolutions and Written Consents Pack
- California LLC Membership Interest Purchase Agreement (Member Buyout)
- California LLC Dissolution and Winding-Up Kit
- California Corporate Resolutions and Secretary's Certificates Pack
- California Non-Disclosure Agreement (NDA)
- California Independent Contractor Agreement
- California Services Agreement (Provider-Side)
- California Promissory Note with Optional Guaranty
- California Commercial Lease Agreement
- California Employment Offer Letter + Employee Confidentiality Agreement
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