The Companies Registry FAQ states that every company must have by-laws and that by-laws are not filed with the Registrar; they are prepared and kept at the registered office. The Companies Act also requires prescribed company records, including the Articles, by-laws, certain resolutions and a register of members. Share issuances or transfers must be reported to the Registry within 30 days.
Articles and by-laws do different jobs
The Articles of Incorporation establish core constitutional features of the company, such as the company name, liability of members, share classes, transfer restrictions and other permitted provisions. By-laws govern the company's internal operations.
The Companies Registry FAQ gives examples of by-law subjects such as procedures for directors' and members' meetings, appointment of officers and officer duties. It also states that every company must have by-laws and that the by-laws are kept by the company rather than filed with the Registrar.
The registered office is the home of important company records
The Registry's registered-office guidance says important company documents—including the Articles of Incorporation, bye-laws, minutes of company meetings and registers of directors and secretaries—are required to be kept at the registered office.
The Companies Act also requires the company to prepare and maintain records containing the Articles, by-laws and amendments, unanimous shareholder agreements, certain shareholder resolutions and the register of members.
The register of members is the ownership ledger
A company should be able to show who its members/shareholders are, their addresses, the shares held and the dates on which each person became or ceased to be a member, according to the Companies Act requirements.
This internal register supports banking, annual returns, beneficial ownership analysis, dividends, voting and any later share transaction. An informal spreadsheet that is not reconciled to the company's formal resolutions and filings can create problems.
Banks may ask for by-laws and company authority documents
First Citizens' published limited-company account requirements list company by-laws, with an instruction that if none exists this must be stated in the request letter. Its account-opening requirements also include a company resolution identifying authorised account signatories and their authority.
A bank asking for by-laws is one reason companies often discover gaps in their corporate record years after incorporation. Maintaining the records from day one is cleaner than reconstructing them under transaction pressure.
A practical company records file
| Record | What it establishes |
|---|---|
| Certificate + Articles | Formation and constitutional structure |
| By-laws | Internal governance rules |
| Registers of directors/secretary | Company officers and governance history |
| Register of members | Legal ownership record |
| Beneficial ownership register | Ultimate ownership/control information |
| Minutes and resolutions | Evidence of company decisions |
| Share certificates | Evidence of title to specified shares |
| Filed returns/notices | Evidence that prescribed Registry notifications were made |
When legal drafting matters
Model or standard by-laws may not address complex shareholder rights, investment terms, family-business succession, deadlock, pre-emption, vesting or founder arrangements. Where governance is material, the company should obtain legal advice rather than relying on a generic template that does not match the actual commercial arrangement.
BizReg's Limited Company Registration Support focuses on the administrative formation process. Ask BizReg about company-record preparation scope where appropriate; legal drafting should be performed or reviewed by the appropriate qualified professional.
Questions people ask
Do company by-laws get filed with the Companies Registry?
No. The Registry FAQ states that by-laws are not filed with the Registrar; the company prepares and keeps them at its registered office.
Does every company need by-laws?
The Companies Registry FAQ states that every company must have by-laws.
What is a share certificate?
Under the Companies Act, a properly issued share certificate is prima facie evidence of the shareholder's title to the shares identified on it.
How quickly must a share issuance or transfer be reported?
The Companies Registry states that the Return of Issuance or Transfer of Shares must be filed within 30 days of the transaction.
References
Requirements can change. Check these references for current details.