Corporate Bylaws

Corporate

Corporate bylaws are the internal rules a corporation adopts to govern how it operates, covering directors, officers, meetings, and decision-making procedures.

Where the articles of incorporation create the company and set its share structure, the bylaws set the operating rules: how directors and officers are appointed, how and when meetings are held, quorum and voting requirements, signing authority, and the corporation's banking and borrowing powers.

Bylaws are adopted by the directors and typically confirmed by shareholders, and they are kept in the minute book. Following them matters, decisions made without proper authority or process can be challenged, and lenders and buyers review the bylaws to confirm the company is properly governed.

Example

A corporation's bylaws specify that any borrowing over $50,000 requires a board resolution. When the company seeks a larger loan, the directors pass the required resolution, and the lender reviews the bylaws to confirm the authority.

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Corporate Bylaws Frequently Asked Questions

Common questions regarding our compliance workflows and service guarantees.

The articles create the corporation and define its share structure; the bylaws set the internal operating rules for directors, officers, meetings and decision-making.
In the corporation's minute book, alongside the articles, registers and resolutions. Lenders, buyers and the CRA may ask to review them.
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People Also Ask About Corporate Bylaws

The questions Canadians actually search on this topic, answered plainly. Browse every question in the Canadian tax answers directory.

A tax return is the annual filing that reports your income, deductions and credits to the CRA so the final tax for the year can be settled. Payers withhold tax during the year and the return reconciles that against what you actually owe, producing either a refund or a balance to pay. For 2025 returns filed in 2026, refunds usually arrive in about two weeks for an online return, while a paper return runs on a considerably longer standard because it is handled manually.

Multiply the pre-tax price by the combined rate for the province where the supply is made, then add that amount to the price. If the price already includes tax, divide the total by one plus the rate to get the pre-tax amount, and the difference is the tax. The rate depends on the province of supply rather than where your business sits, so verify the current rate for that province and confirm the item is not zero-rated or exempt.

Taxable income is what remains after deductions. A personal return moves through stages: total income from all sources, then net income after deductions such as registered retirement savings plan contributions, child care costs and union dues, then taxable income after any further deductions. Tax is calculated on that taxable income using the federal and provincial brackets, and non-refundable credits are applied afterwards, which is why a credit and a deduction are not worth the same amount.

Tax free means no tax is payable on the amount at all, as with growth inside a TFSA, most gifts and inheritances, lottery winnings and certain non-taxable employee benefits. It differs from tax-deferred, where an RRSP only postpones tax until withdrawal. In sales tax it means something narrower again: zero-rated supplies are taxed at nil while exempt supplies sit outside GST/HST, which decides whether the seller can recover tax paid on costs.

Udit Gupta, founder of Tax Filings Canada

Reviewed and fact-checked by Udit Gupta

Ex Big 4 — Ernst & Young, Deloitte · International & cross-border tax specialist · CPA Canada (In-Depth Tax Program) · Chartered accountant, ICAI & MIA

Udit Gupta has over 15 years of experience helping corporations and business owners with corporate structuring, corporate tax filing, bookkeeping, payroll, GST/HST, cross-border tax and CRA representation. Big 4 trained at Ernst & Young and Deloitte, and qualified as a chartered accountant in India and again in Malaysia, he founded his accounting practice in 2014 to serve entrepreneurs, startups and non-resident business owners across Canada. View full member bio.

The Institute of Chartered Accountants of India — member 521458 · Malaysian Institute of Accountants — member CA 44667 · Ex Big 4: Ernst & Young, Deloitte · CPA Canada (In-Depth Tax Program), completed 19 Dec 2023 · In-Depth GST/HST Part I, 12 Jul 2022 · Part II, 5 Jul 2023

Editorial policy. Every page is researched against primary sources — the Income Tax Act, CRA publications and CPA Canada guidance — and every rate or threshold is stated with the tax year it applies to.

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