The by-laws of a company make part of its constitutive documents. Their purpose is to set forth the rules which will govern the company and the relationship between its shareholders. The company by-laws are often supplemented by a shareholders’ agreement.
The by-laws of a company typically include provisions relating to:
- The company’s purpose, legal form, address, name and duration;
- Capital contributions or contributions in kind, amount of the company’s share capital;
- Rights associated with the holding of shares (right to receive dividends, right to attend shareholders meetings and vote, etc.);
- Management of the company and control thereof by the shareholders and/or the statutory auditors of the company;
- Etc.
Once adopted, the by-laws become mandatory and the company officers and shareholders must comply with their provisions. The company by-laws may be modified by a supermajority vote of the shareholders’ assembly.
Depending on the company’s corporate form, the provisions which must or may be included in the company by-laws may vary. For example, the bylaws of a French société par actions simplifiée (“SAS”) (a limited liability company) may be customized to a greater extent than those of a French société à responsabilité limitée (“SARL”) or société anonyme (“SA”) (also limited liability companies).
It should be noted that failure to indicate certain mandatory mentions in the bylaws constitutes a criminal offence punishable by imprisonment and a fine.
