Minimum content of the bylaws of companies

Well-structured bylaws are essential for efficient business management, promoting the operation of the company as long as clear rules are established and ambiguities in decision-making are minimised, as well as serving as a guide for resolving conflicts and making critical decisions.

The bylaws are a set of essential rules governing both the operation and the internal organization of a company. The execution of the bylaws is a mandatory requirement in the public deed of incorporation for a company to acquire legal personality, which is materialized by their registration in the Commercial Register.

The bylaws governing companies must include, as a minimum, the following information:

• Company name: official name under which the company is identified and operates.
• Corporate purpose: the set of activities that constitute the purpose of the company.
• Registered office: the physical location of the company’s head office.
• Share Capital: shares into which the company’s capital is divided, indicating their nominal value and correlative numbering.
• Company Management: mechanisms for the organization of the management of the company, including the number of directors or at least the maximum and minimum number, the term of office and the remuneration conditions, if any.
• Collegial bodies: the procedure for deliberation and adoption of resolutions within the company’s collegial bodies, such as the shareholders’ general meeting and the board of directors, should be described.

The founding shareholders are free to include in the articles of association and bylaws all those covenants and conditions that they consider appropriate for the proper functioning of the company, provided that they do not contravene the laws in force or the essential principles of the type of company chosen.