In order to understand the rules that govern your corporation, you need to be familiar with (1) the corporate law of the jurisdiction in which your corporation is formed (the “Corporate Law”), (2) the Articles of Incorporation (the “Articles”), and (3) the Bylaws.
Corporate Law of Jurisidiction
The Corporate Law takes precedence in the event of any conflicts with the Articles or the Bylaws; this is so unless the Corporate Law specifically provides that rules set forth in the Articles or the Bylaws are to take precedence over the default rules set forth in the Corporate Law.
Articles of Incorporation
The Articles takes precedence in the event of any conflicts with the Bylaws.
The Articles are usually a short document that sets forth some basic facts about the corporation, such as (1) the corporation’s name and (2) the number and class of authorized shares.
Certain jurisdictions also require indemnification of officers and directors to be set forth in the Articles.
Bylaws
Even though the Bylaws are less authoritative as compared with the Articles or the Corporate Law, the Bylaws are nonetheless incredibly important because they set forth the details of how the corporation operates.
Disclaimer
This is not legal advice and does not create an attorney-client relationship between you and the author. This article is being furnished for educational purposes only.
The author makes no warranty as to the accuracy, completeness or applicability of the information and undertakes no obligation to update the information.
Business Law 101 