Corporate Bylaws Adoption and Amendment Requirements in Delaware

At a glance

Requirements one by one

Title 8, Chapter 1 is Delaware's General Corporation Law. This page addresses an ordinary domestic stock corporation rather than a nonstock, close, public- benefit, professional, regulated, or foreign corporation.

Organization is mandatory; adoption is phrased as authority

Under 8 Del. C. § 107, incorporators may adopt the original bylaws while they manage before directors are elected. 8 Del. C. § 108 requires a post-filing organization meeting and identifies adopting bylaws as one of its purposes, while 8 Del. C. § 109 says the authorized actors “may” adopt, amend, or repeal bylaws. The current provisions do not separately say that every corporation must have bylaws or supply a special no-bylaws default.

The organization meeting is called by a majority of the incorporators or named initial directors and requires at least two days' written or electronic notice stating time, place, and purposes. Unless the certificate restricts it, every incorporator or director may instead consent in writing or electronically. A consent may be made effective on an event or other future time no later than 60 days after the instruction or provision, if the person then holds the relevant role and has not revoked.

Bylaw authority changes when stock is paid for

Before the corporation receives any payment for stock, 8 Del. C. § 109(a) allows the board to adopt, amend, or repeal bylaws, while incorporators and named initial directors have their stated organization-stage authority. After any stock payment, voting stockholders hold the power.

The certificate may confer bylaw power on the board. That grant is concurrent: § 109(a) expressly says it neither divests stockholders nor limits their power to adopt, amend, or repeal bylaws. Under 8 Del. C. § 141(c), a board committee cannot adopt, amend, or repeal a bylaw.

Contents remain subordinate to law and the certificate

Section 109(b) broadly permits provisions concerning the corporation's business, affairs, and the rights or powers of the corporation and its stockholders, directors, officers, or employees, if consistent with law and the certificate. It expressly bars a bylaw that makes a stockholder liable for another party's attorney fees or expenses on an internal corporate claim or a claim brought in the stockholder's capacity or in the corporation's right.

Under 8 Del. C. § 115, a forum bylaw may require internal corporate claims in Delaware courts but cannot prohibit a Delaware forum. A qualifying provision for other stockholder-capacity claims must also preserve at least one Delaware court with jurisdiction.

Election, proxy, transfer, and emergency bylaws have distinct rules

8 Del. C. § 216 permits bylaws to specify stockholder quorum and voting rules, subject to a one-third quorum floor. If stockholders adopt a bylaw amendment specifying the votes necessary to elect directors, the board cannot later amend or repeal it. Section 141(d) also limits a classified-board bylaw to an initial bylaw or one adopted by stockholder vote.

8 Del. C. § 112 authorizes proxy-access bylaws with bylaw-defined conditions, while 8 Del. C. § 113 authorizes proxy-expense-reimbursement bylaws and bars their application to an election whose record date predates adoption. Section 202 permits a written security transfer or ownership restriction in the bylaws, but it does not bind earlier-issued securities unless their holders agreed or voted for it, and it needs conspicuous certificate or uncertificated-share notice to bind a person without actual knowledge.

8 Del. C. § 141(b) lets bylaws alter board quorum and vote within its limits, but does not attach a Model Act actor-of-origin or same-or-greater amendment rule. 8 Del. C. § 110 separately authorizes emergency bylaws subject to stockholder repeal or change for the listed attacks, disasters, catastrophes, epidemics, pandemics, national emergencies, and similar conditions.

Current bylaws are within the proper-purpose inspection scheme

8 Del. C. § 220 expressly defines “books and records” to include the bylaws then in effect and incorporated agreements or instruments. A stockholder's demand must be written, under oath, made in good faith for a proper purpose, describe the purpose and requested records with reasonable particularity, and seek records specifically related to that purpose. The demand goes to the registered office or principal place of business.

8 Del. C. § 224 permits electronic or networked records if they can be converted to clearly legible paper within a reasonable time. The surveyed provisions state no general signature, certification, acknowledgment, notarization, or Secretary of State filing requirement for ordinary bylaws.

Stockholder contracts and close-corporation agreements are separate

8 Del. C. § 122(18) permits a corporation, for board-determined minimum consideration, to contract with current or prospective stockholders or beneficial owners and agree to restrictions, approval rights, or covenants within the provision's certificate-and-law limits. 8 Del. C. § 218 separately recognizes written voting agreements and does not invalidate an otherwise lawful voting or other stockholder agreement.

For a statutory close corporation, 8 Del. C. § 350 protects a written agreement among holders of a majority of voting stock that restricts board discretion as between the parties and shifts corresponding managerial liability. Those contract and special-entity routes do not change § 109's ordinary bylaw-power allocation.

What trips people up

Board bylaw power is not automatic after the first stock payment. The certificate must confer it, and even then stockholders retain their own power.

A stockholder-adopted director-election-vote bylaw is specially protected from board amendment or repeal. Delaware does not extend that exact protection to every higher-quorum or higher-vote bylaw.

Current bylaws are expressly within § 220's books-and-records definition, but they are not placed in a no-purpose direct tier. The demand remains under oath and tied to a particularized proper purpose.

Common questions

Does Delaware expressly require every corporation to have bylaws?

The current DGCL requires organization action and lists adopting bylaws as a purpose, but §§ 107 and 109 phrase adoption as something the authorized actors “may” do rather than a separate universal duty.

Can the board amend bylaws after stock has been issued and paid for?

Only if the certificate confers that power. Stockholders retain concurrent power under § 109(a), and special provisions may reserve a particular bylaw.

Must Delaware bylaws be filed with the state?

The surveyed provisions state no general public-filing requirement for ordinary bylaws.

May a stockholder inspect the current bylaws?

Yes, through 8 Del. C. § 220's books-and-records procedure, which requires an under-oath, good-faith, particularized demand for a proper purpose.

Statutes and sources

• 8 Del. C. §§ 107 to 110, 112 to 113, and 115 — organization, staged bylaw authority, contents, fee-shifting bar, emergency, proxy, and forum provisions. Official current Subchapter I, accessed August 21, 2026.
• 8 Del. C. § 122(18) — stockholder contracts restricting or requiring corporate action. Official current Subchapter II, accessed August 21, 2026.
• 8 Del. C. § 141 — board quorum and vote, committee limits, classified- board bylaws, and unanimous consent. Official current Subchapter IV, accessed August 21, 2026.
• 8 Del. C. § 202 — bylaw-based security transfer and ownership restrictions. Official current Subchapter VI, accessed August 21, 2026.
• 8 Del. C. §§ 216, 218, 220, and 224 — quorum and vote, protected election bylaws, voting agreements, bylaw inspection, and record form. Official current Subchapter VII, accessed August 21, 2026.
• 8 Del. C. § 350 — statutory close-corporation board-restriction agreements. Official current Subchapter XIV, accessed August 21, 2026.