Delaware 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 Delaware: the governing statute, filing office and document names below are already typed in, and the clauses Delaware law treats differently from the state-neutral version have been adjusted.
Buy and download
What the Delaware edition already fills in
Governing law line on the cover: Delaware — Delaware General Corporation Law, 8 Del. C. § 101 et seq..
| Item | Delaware |
|---|---|
| LLC statute | Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq. |
| Formation document (LLC) | Certificate of Formation |
| Filing office | Delaware Division of Corporations |
| Annual filings | Annual LLC tax ($300) by June 1; no annual report |
| Final filing on dissolution (LLC) | Certificate of Cancellation |
| Business corporation statute | Delaware General Corporation Law, 8 Del. C. § 101 et seq. |
| Charter document (corporation) | Certificate of Incorporation |
| Publication requirement | None |
| Community property | No — common-law (separate) property state; the spousal acknowledgment is optional |
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 Delaware 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 Delaware?
Yes. The Delaware edition is the state-neutral form with the Delaware statute, filing office and document names typed in, and the clauses Delaware treats differently adjusted. It is a template you complete yourself; have an attorney licensed in Delaware review it if your situation is unusual.
What file do I get?
A zip with the Delaware 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 Delaware templates
- Delaware Single-Member LLC Operating Agreement
- Delaware Multi-Member LLC Operating Agreement
- Delaware LLC Resolutions and Written Consents Pack
- Delaware LLC Membership Interest Purchase Agreement (Member Buyout)
- Delaware LLC Dissolution and Winding-Up Kit
- Delaware Corporate Resolutions and Secretary's Certificates Pack
- Delaware Non-Disclosure Agreement (NDA)
- Delaware Independent Contractor Agreement
- Delaware Services Agreement (Provider-Side)
- Delaware Promissory Note with Optional Guaranty
- Delaware Commercial Lease Agreement
- Delaware Employment Offer Letter + Employee Confidentiality Agreement
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