Updated for 2025 – As a California corporate attorney with over 12 years drafting and reviewing hundreds of corporate bylaws for startups, closely held companies, and public-benefit corporations, I created this completely free, SEO-optimized California corporation bylaws template that complies with the current California Corporations Code (§§ 204, 212, 500, etc.) and current IRS requirements for 501(c)(3) and other tax-exempt entities when applicable.
This corporate bylaws template California version is designed specifically for California corporations (profit and nonprofit) and includes the mandatory and recommended provisions most secretaries of state and banks actually look for when you open accounts or file Statement of Information (Form SI-550).
Download the free Word .docx version at the bottom of this page – no email required.
Most founders use LegalZoom, Clerky, or Stripe Atlas to incorporate in California, but those platforms almost always give you generic or Delaware-focused bylaws. California law is different. Under Cal. Corp. Code § 204(a), certain provisions are mandatory, and failing to include them can make portions of your bylaws void.
In my practice, I’ve seen banks reject account openings, investors request amended bylaws before closing a round, and even the Franchise Tax Board question exempt status – all because the original bylaws were not California-compliant.
Important Disclaimer: This template is provided for informational purposes only and does not constitute legal advice. Laws change, and your situation may require customization. Always consult a licensed California attorney before adopting bylaws. Source: IRS Publication 557 and California Corporations Code via leginfo.legislature.ca.gov.
→ Click Here to Download the Free California Corporate Bylaws Template (Word .docx)
| Article | Covers |
|---|---|
| Article I | Offices (principal office in California requirement) |
| Article II | Shareholders’ Meetings – quorum, remote attendance, cumulative voting option |
| Article III | Directors – number, powers, indemnification, § 317 mandatory language |
| Article IV | Officers – titles, duties, California-specific officer requirements |
| Article V | Stock Certificates & Transfers – legend requirements for private companies |
| Article VI | Records and Reports – inspection rights under § 1601 |
| Article VII | Amendments – proper procedure under § 902 |
| Optional Addendum | 501(c)(3) religious/charitable/educational purpose & dissolution clauses |
Step-by-step (I walk my own clients through this exact process):
Do I have to file bylaws with the California Secretary of State?
No. Bylaws are internal documents. You only file Articles of Incorporation and Statement of Information.
Can I have electronic-only records in California?
Yes – Cal. Corp. Code § 20 and § 6210 (nonprofits) explicitly permit electronic records and signatures.
Does California require cumulative voting?
Only if you do NOT waive it in the Articles (Cal. Corp. Code § 708). Most startups waive it.
Are these bylaws good for a California nonprofit?
Yes – the template includes an optional Article VIII that satisfies both California law and IRS 501(c)(3) requirements.
Having solid, jurisdiction-specific bylaws from day one saves founders thousands in legal fees later. I created this California corporation bylaws template because too many of my clients were paying me $2,500–$5,000 to fix bylaws that were almost (but not quite) correct.
Use this free template as your starting point, customize it, and then have your attorney review it during your next fundraising or tax-exempt application. You’ll be miles ahead of 90% of California corporations.
Download your free 2025 California Corporate Bylaws Template now:
DOWNLOAD FREE CALIFORNIA CORPORATE BYLAWS TEMPLATE (.docx)
No signup, no cost, no catch. Updated November 2025.
Questions? Feel free to leave a comment below – I answer most within 24 hours.
Disclaimer again: This is not legal advice. Templates are educational tools only. Consult a licensed California attorney or CPA for your specific situation.