Are Company Bylaws Public Record?

The law does not require the filing of bylaws in the public record.

The law does not require privately owned corporations to file bylaws in the public record. Public outcry for transparency in business operations causes many corporations to publish company bylaws that might otherwise be private.

Public Corporations

In a public corporation, shares of stock trade on a public stock exchange. The U.S. Securities and Exchange Commission requires public corporations to file corporate bylaws in the public record.

Private Corporations

Private individuals and companies own shares of stock in a private corporation, but the stock does not trade on a public stock exchange. The law does not require the filing of private corporate bylaws in the public record.

Publication Of Bylaws

Privately owned corporate bylaws become part of the public record in several ways. An owner of the company voluntarily discloses the bylaws. A court-issued subpoena in litigation compels public disclosure of bylaws. SEC filing regulations require private company bylaws to be in the public record if a public corporation acquires or sells the private company.

References

• SEC: Final Rule Form 8-K Disclosure Requirements
• MedLawPlus.com: State Corporate Statutes Where Shareholders Must Approve Bylaws