The Articles of Incorporation are part of the formation record filed through the Companies Registry process. By-laws are internal rules adopted for the company's operation and kept at the registered office. The Registry states that every company must have by-laws.
What the Articles of Incorporation do
The Companies Registry describes company articles as constitutional documents setting out the basic management and administrative structure. The Registry's explanation of Articles of Incorporation identifies matters such as the company name, liability of members, class of shares, restrictions on share transfers, variations of pre-emptive rights, restrictions on directors' power to amend by-laws, restrictions on the business and other permitted provisions.
What company by-laws do
The Registry describes by-laws as rules adopted by directors and members to govern the company's internal operations. Examples include procedures for directors' and members' meetings, appointment of officers and the duties of officers.
The filing difference matters
| Question | Articles | By-Laws |
|---|---|---|
| Part of the company's constitutional structure? | Yes | Yes, for internal governance |
| Filed as part of Registry processes? | Yes | No |
| Kept in company records? | Yes | Yes |
| Deals with meetings and officers? | Can contain relevant restrictions or provisions | Ordinarily addresses internal procedures in more detail |
Why copying a generic template can create a mismatch
A template may assume voting rights, share arrangements or director powers that do not match the company's Articles. The safer approach is to read the documents together and flag unusual ownership or governance terms before finalising the by-laws.
This becomes more important when a company has special share classes, investor rights, unusual transfer restrictions, founder arrangements or a shareholder agreement.
What should stay together in the company record?
Keep the Certificate of Incorporation, Articles, by-laws and amendments, director and secretary records, member/shareholder register, resolutions, minutes, beneficial ownership records and relevant Registry filings organised as one corporate record system.
Need company by-laws prepared?
BizReg's standard Company By-Laws Preparation service is TTD $1,500. The secure intake collects the company details and governance information before preparation.
Common questions
Are Articles and by-laws the same document?
No. The Registry describes different functions for each.
Are by-laws filed with the Registrar?
No. The Registry states that the company keeps them at its registered office.
Does every company need by-laws?
The Companies Registry FAQ states that every company must have by-laws.