{"id":17650,"date":"2026-02-18T16:06:07","date_gmt":"2026-02-18T16:06:07","guid":{"rendered":"https:\/\/seegman.com\/bylaws-and-legal-design-of-the-business-keys-to-structuring-a-company-from-the-outset\/"},"modified":"2026-02-26T13:35:17","modified_gmt":"2026-02-26T13:35:17","slug":"bylaws-and-legal-design-of-the-business-keys-to-structuring-a-company-from-the-outset","status":"publish","type":"post","link":"https:\/\/seegman.com\/en\/bylaws-and-legal-design-of-the-business-keys-to-structuring-a-company-from-the-outset\/","title":{"rendered":"Bylaws and legal design of the business: keys to structuring a company from the outset"},"content":{"rendered":"\t\t
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Bylaws and legal design of the business: keys to structuring a company from the outset<\/h1>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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Bylaws as an instrument for the legal design of the business<\/strong><\/p>\n

In today’s commercial world, there is a tendency to view the incorporation of a company as a mere bureaucratic formality. Shareholders often spend months refining their business plan, marketing strategy and product design, but rush through the creation of the bylaws in a brief visit to the notary, accepting standardised models that, although legal, are nothing more than \u2018one-size-fits-all\u2019 approaches.<\/p>\n

However, from an advanced legal perspective, the bylaws are not just another necessary box to tick in order to incorporate a company, but rather the key instrument for the legal design of the business, through which the rules of operation, the balance of power, and the mechanisms for conflict prevention and resolution, among other things, are configured.<\/p>\n

This article presents how an appropriate statutory design allows a company to be legally organised, prevents and minimises conflicts between shareholders, and provides stability to the business.<\/p>\n\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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What is \u2018legal design\u2019: the \u2018Magna Carta\u2019 of a company<\/strong><\/h2>\n

When we talk about the legal design of a company, we are referring to the process of establishing the rules governing its structure, operation and internal regulations, adapting them to the specific needs of its shareholders and the objectives of the business venture.<\/p>\n

The bylaws constitute the organisational and functional framework that governs the life of the company. They are conventional in nature, arising from the autonomy of the shareholders’ will (art. 28 LSC), but their purpose is stability and continuity that transcends the moment of signing.<\/p>\n

Once registered in the Commercial Register, they become effective erga omnes, which means that they are binding not only on the founding shareholders, but also on future shareholders and the governing body, defining the legal perimeter within which the business activity is carried out.<\/p>\n

Therefore, the bylaws act as the supreme rule of the company.<\/p>\n

Risks of deficient bylaws<\/strong><\/h2>\n

Deficient bylaws create a fragile regulatory framework. As long as the environment is favourable, the business is running smoothly, and there is harmony among the shareholders, this weakness may go unnoticed.<\/p>\n

However, when tensions arise through conflicts of interest, changes in shareholding or strategic disagreements, generic or incomplete wording can lead to corporate deadlocks, paralysis in decision-making or, in the worst-case scenario, the judicial dissolution of the company.<\/p>\n

Minimum content and strategic configuration of the bylaws<\/strong><\/h2>\n

For the legal design to be effective, the regulations require a minimum mandatory content (art. 23 LSC), which must be drafted clearly and precisely.<\/p>\n

However, the real value lies in how the two pillars on which any company is based are strategically configured: the share capital structure and decision-making process.<\/p>\n

Capital structure and political and economic rights<\/strong><\/h2>\n

It is not necessary for all shares to be equal. The design of the articles of association allows, among other options:<\/p>\n