How to Spot a Fake W-8BEN
Spot a fake W-8BEN by reading foreign status, the treaty claim, and the file. The IRS publishes a blank and does not certify the form.
TL;DR: Corporate bylaws are the internal rules for meetings, voting, directors, and officers. They are not a board resolution, not an operating agreement, and not articles of incorporation. In a FATF-Egmont study of 106 concealment cases, a majority of beneficial owners combined layered and direct control and used an intermediary to exercise it. A tidy set of bylaws can name that control without anyone having adopted the rules. Visual review misses the competent file, because the state does not file bylaws and there is no seal to inspect.
What Fake Corporate Bylaws Actually Are
Corporate bylaws are the corporation's private rules for the board, the offices, meetings, quorum, voting, and how those rules can be amended. Delaware General Corporation Law § 109 allows any provision not inconsistent with law or the certificate of incorporation. Incorporators may adopt them, as may initial directors named in the certificate. The board may do so before the corporation has received payment for stock. After that payment, the stockholders entitled to vote hold the power, unless the certificate also confers it on the directors. That grant does not remove it from the stockholders.
Bylaws are not the document that creates the company. A certificate of incorporation, or the articles of incorporation, is the public filing that forms the corporation. Bylaws come after it. California's Secretary of State states that bylaws and any amendments are kept by the business entity and are not filed with that office. A missing state stamp is what a genuine set looks like.
Bylaws are not one decision of the board. A board resolution records a particular grant, such as who may open a bank account. The bylaws set how that vote is supposed to happen. They are not the vote.
Bylaws are not an LLC instrument. A limited liability company is governed by an operating agreement, which California also does not file. An upload titled corporate bylaws on that company fails on the label. The member contract is covered in how to spot a fake operating agreement.
The file arrives in two production classes. Edited-after-creation starts from a form or an older set, then changes the director count, an officer title, a quorum, or who may amend. Generated-from-scratch writes the whole set in one pass, so the clauses agree by construction and nothing underneath was this company's bylaws. The second class can still contradict the certificate. The case note should name the class.
The FATF-Egmont study is not a forgery rate. Of its 106 cases, from 34 jurisdictions, more than half referred to shell companies. A shell still needs paper that names who may direct it, and that paper is often the bylaws.
Tells That Still Work, and the Ones That Don't
A conflict with the certificate still works. Delaware forbids bylaws inconsistent with the certificate, and other statutes draw the same line against the articles. If the public filing fixes the directors, the share classes, or who must vote to amend, a bylaws page that says otherwise does not govern.
The adoption date still works. Initial bylaws belong to a corporation that already exists, so a date before the incorporation date on the certificate cannot be the initial adoption. The adopting body has to be one the statute allows on that date. A sole-member signature on a corporation fails that check.
Name, state, and entity form still have to match the registry. Officer titles and the director count then have to match the incumbency certificate, the banking resolution, and the application. Disagreement is a fail. Agreement is not a pass.
A secretary of state seal does not work as a tell. Unfiled is ordinary. Clean margins do not work either, because a generated set produces them on purpose. A leftover firm name or an unfilled bracket still catches a crude template.
How Detection Actually Works
The file's story is that an allowed body adopted these rules for this corporation on or after incorporation, and that the rules do not contradict the certificate or the articles. KYB document fraud detection asks the same question of the whole packet. Bylaws are one attachment in it.
Production method asks how the pages were made. Edited-after-creation leaves an older set under a later save, often with the director count, the officer block, or the amendment clause as the last change. Generated-from-scratch has no earlier set underneath. The case note should name the class.
Timestamp trail asks whether creation and modification fit the adoption date and the incorporation date. A document born complete in the hour it was uploaded, with the officer block as the only late edit, is a different story from a fresh copy of old rules. An older date on a new save is not automatically fake, because real bylaws are amended. The question is which clauses moved.
Issuer matching asks who could have produced the page. The issuer is the corporation, through the body allowed to adopt, not the secretary of state, which will not have a filed copy. The legal name, the state, and the adopting office still have to match the formation record and the statute.
Consistency is the same test turned inward. Director count, officer titles, quorum, voting thresholds, and the amendment clause have to agree with the certificate and with the rest of the packet. A generated set produces that agreement by construction. Internal agreement is not authenticity. Disagreement with the articles is a fail.
31 CFR 1010.230 is why a matching packet can still be false. A covered institution must identify and verify beneficial owners of a legal entity customer at account opening. Verification under the rule is of each owner's identity, not a forensic read of the bylaws. The bylaws can name the office a control person claims. They do not prove that person holds it, or that this upload is the set that was adopted.
Model artifacts are what a generated set leaves when the prose and the layout do not come from that company's prior governance: one cadence in every article, a cross-reference that points nowhere. Recycled patterns are the same file or footer on an unrelated corporation. The six checks are classes of evidence, not a method for producing a cleaner fake. A real amendment still needs a person.
What to Do with a Suspect File
Hold the upload until the name, the state, the adoption date, and the clauses on directors and amendment power survive a comparison the applicant does not control. Read the certificate or the articles first. If the bylaws contradict that filing, they do not govern until the public record changes. If the adoption date falls before incorporation, the set cannot be the initial bylaws of this entity.
Then read the adopting body against the statute. On a Delaware corporation, ask whether incorporators, the initial directors, the board, or the stockholders were allowed to adopt on that date. A sole-member block on a corporation belongs with the operating agreement.
Compare officer titles and the director count with the incumbency certificate, the banking resolution, and the application. A mismatch is the case. A match still leaves an edit after creation open. When the text agrees and the file still looks rewritten, ask whether the officer block or the amendment clause changed after the rest of the set was produced. For a scored read of that history, check a document. The x-ray covers production method, timestamps, issuer match, consistency, model artifacts, and recycled patterns. That read does not replace the comparison to the articles.
Where Sphinx Fits
Watchdoc scores the bylaws and shows the x-ray a reviewer can point to. Across 1 million documents processed, that check has a 94.3 percent correct verdict, catches 2.8 times more forgeries than visual-and-template review, clears clean files in under 28 seconds, and is 54 percent less expensive, at $0.45 per document with no seats and no platform fee. The Watchdoc playground is free for the first file, no email required, on a 50-document free tier. Test the director clause and the adoption date against the file's history, and against the articles, before the named officers are treated as the people who control the account.
Frequently Asked Questions
How can you tell if corporate bylaws are fake?
Compare the legal name, the state, and the director count to the certificate or articles, and check that adoption is not dated before incorporation. Competent fakes fail when an officer block was edited after the set was created, the pages were generated together, or the same file appears on an unrelated corporation.
Are corporate bylaws filed with the secretary of state?
No. California's Secretary of State states that bylaws and any amendments are kept by the business entity and are not filed with that office. A genuine set has no state seal, because that office is not the issuer. A seal is not evidence the rules were adopted.
What is the difference between bylaws and a board resolution?
Bylaws are the standing rules for meetings, voting, directors, and officers. A board resolution records one decision, such as who may open a bank account. Neither document authenticates the other.
Can corporate bylaws override the articles of incorporation?
No. Delaware General Corporation Law § 109 allows bylaws only when they are not inconsistent with law or the certificate of incorporation. Where a statute says articles instead of a certificate, the public filing still wins.
Do limited liability companies have corporate bylaws?
No. A limited liability company is governed by an operating agreement, which the company keeps and the secretary of state does not file. An upload titled bylaws on that company is the wrong instrument.
