By definition, Bylaws contain the rules and regulations enacted by a corporation to provide a framework for its operation and management. They provide details for meetings, elections, types and duties of officers and other routine conduct. The Bylaws may contain any provision, relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights or powers of its shareholders, directors, officers or employees.
In accordance with Section 4.9 of the Liberian Business Corporation Act (BCA) a Liberian corporation has the power to adopt the Bylaws, and it is prudent for the Board of Directors or Shareholders of a corporation to adopt them. Provisions of the Bylaws shall be consistent with the law and the Articles of Incorporation.
Adopting Bylaws is an internal procedure for the operation of the corporation and The Liberian Registry does not hold part in such activities. It is usually adopted when the first Organizational Resolutions are passed or during the first meeting of the shareholders after formation of the corporation.
There is no requirement to file the Bylaws with the Liberian Registry; however, a voluntary filing is permitted. Instructions are available upon request.
A sample of a standard form of the Bylaws can be viewed at following link: Sample Bylaws