Corporate Officer Appointment, Duties, Removal, and Vacancy Requirements by State
What officers must an ordinary domestic private business corporation have, who may appoint and remove them, how are duties, multiple offices, terms, resignations, vacancies, and contract rights governed, and what records or filings apply?
Jurisdictions
All 51 verified
Statutes checked
Every entry, oldest check August 23, 2026
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What this survey covers
Corporate office and employment are related but not identical. State statutes decide which offices or functions a corporation must maintain, who may appoint or remove an officer, how duties and vacancies are handled, and whether one person may hold several titles. A separate employment or compensation agreement can survive the end of corporate office.
The comparison follows an officer role from creation through assigned duties, qualifications, term and public disclosure, resignation, removal, and successor appointment. It keeps directors, employees, agents, and people merely exercising delegated functions in their correct statutory categories.
The comparison axes
Titles and functions are the first split. Some states require named offices; others require only a minutes, authentication, executive, or financial function, and still others let the bylaws or board create the entire list. The appointment actor can also change within one statute: the board may appoint the principal officers while a chief executive, appointing officer, or another authorized officer selects assistants or later removes them.
Resignation, removal, and vacancy are separate events. A resignation may be effective on delivery or on a later date or event. Removal may be without cause but still require a specific actor or director vote. A required vacancy may have to be filled even when an optional office may remain open, and a successor may serve the unexpired term or a new term depending on the statute and governing documents.
Patterns across all 51 jurisdictions
The largest cluster does not require the familiar president-secretary-treasurer trio. Like Florida Statutes §§ 607.08401-.0843, these states let the bylaws or board define titles while requiring an officer to handle minutes, record maintenance, or authentication. Many modern acts also let an authorized officer appoint subordinates, prescribe their functions, or remove them. Older variants keep removal with the board, and a few states add shareholder, agreement, or court routes.
Named-title and function mandates form smaller, distinct groups. Several states require president, secretary, and treasurer; others require only president and secretary, only secretary, or executive and financial functions under any titles. California requires chair or president, secretary, and CFO. Wyoming uses president, secretary, and treasurer only as a fallback when bylaws have not been adopted. Minnesota Statutes §§ 302A.301-.351 instead require natural persons performing chief executive and chief financial functions and make those vacancies mandatory to fill.
Lifecycle rules vary independently. Some acts allow only a later resignation date or time, while a smaller group also permits a future event; acceptance may matter only to advance successor selection. 8 Del. C. § 142 uses successor-qualified holdover, says failure to elect does not affect the corporation, and sends vacancies to the bylaws or otherwise to the board. Other states require particular vacancies to be filled, leave optional offices open, or state no general vacancy rule. Public treatment ranges from internal-only rosters to reports naming every officer, only principal officers, or specified titles, and those filings disclose office rather than create or terminate it.
Scope boundaries
This is an internal corporate-office procedure survey for an ordinary domestic private business corporation. It does not elect or remove directors, draft a resolution or employment agreement, determine apparent authority in a disputed transaction, predict fiduciary or employee-law liability, or supply the separate rules for public-company certifications, securities filings, indemnification, advancement, or regulated corporations.
State by state
Every column answered the same way for each jurisdiction. Open a state for the full page, with the statute text and the date it was checked.
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| State | Governing law, entity, officer, and scope | Required titles, functions, and natural-person rules | Board, bylaw, shareholder, and delegated appointment | Duties, authority, records, and signature functions | Multiple offices and officer qualifications | Term, holdover, failure to elect, and public record | Resignation form, delivery, and delayed effect | Removal actor, cause, vote, and contract rights | Vacancy, successor, delegation, and boundaries |
|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-08-24 | Alabama Business Corporation Law, Title 10A chapter 2A; ordinary domestic private corporation officers under §§ 10A-2A-1.41, -2.04, -8.24, -8.40/-8.41/-8.43/-8.44, and -16.01/-16.11, not directors, employee claims, fiduciary outcomes, indemnification, or public-company rules |
Officers come from certificate/bylaws or board appointment; no president, secretary, treasurer, CEO, or CFO mandate. One officer must maintain and authenticate required records; board may elect individuals, with no general age rule stated (§ 10A-2A-8.40(a)-(c)) |
Initial directors appoint officers at organization. Board may elect individuals, and an officer may appoint officers when certificate, bylaws, or board authorize; no separate shareholder appointment route in surveyed officer provisions (§§ 10A-2A-2.04, 10A-2A-8.40(a)-(b)) |
Certificate/bylaws set authority/functions; consistent board prescription or direction from board-authorized officer may supplement. Assigned officer maintains/authenticates required records, including current director/officer names and business addresses (§§ 10A-2A-8.40(c), -8.41, -16.01(a)) |
Same individual may hold multiple offices unless certificate/bylaws say otherwise. Surveyed provisions state no general director, shareholder, Alabama-residency, citizenship, or age qualification (§ 10A-2A-8.40(b), (d)) |
No fixed statutory term, holdover, or failure-to-elect rule in §§ 10A-2A-8.40 to -8.44. Corporation internally keeps current officer names and business addresses; Secretary of State annual report was repealed effective October 1, 2024, so no recurring public officer roster (§§ 10A-2A-16.01(a), -16.11) |
Written notice to board, chair, appointing officer, secretary, or corporation; otherwise effective under general notice rule. May delay to date or future event; advance filling requires board/appointing officer acceptance, and successor waits for vacancy (§§ 10A-2A-1.41(i), -8.43(a)) |
With/without cause removal by board, appointing officer unless governing authority restricts, or another authorized officer. Default board act is majority present with quorum; removal preserves contract rights and election/ appointment creates none (§§ 10A-2A-8.24(c), -8.43(b)-(c), -8.44) |
Accepted delayed resignation lets board or appointing officer prefill pending vacancy, with no early successor start. Otherwise cited officer sections state no general vacancy, unexpired-term, or acting-officer rule; authorized officer direction allocates functions, while office procedure does not decide employment or public-company duties (§§ 10A-2A-8.41, -8.43(a)) |
| Alaska verified 2026-08-24 | Alaska Corporations Code, AS 10.06; ordinary domestic private for-profit corporation officers under §§ 10.06.223, .230, .424, .483, .805, .808, .811, .813, and .990, not director procedure, employee remedies, fiduciary outcomes, indemnification, or public-company rules |
President, secretary, treasurer, plus other officers needed for instruments and share certificates; bylaws/board set titles and duties. Officer section states no natural-person-only rule, although two-person instrument safe harbor requires individual signers (§ 10.06.483(a), (d)) |
Organization elects officers; board ordinarily chooses unless articles or bylaws provide otherwise. Bylaws cover appointment and unanimous shareholder agreement may provide officer selection; no officer-delegated appointment route stated (§§ 10.06.223, .230(e)(6), .424(b), .483(b)) |
Internal authority/duties come from bylaws or, if absent, board. Two-signer instrument safe harbor pairs chair/president/VP with secretary/assistant, treasurer/assistant unless counterparty knows authority is lacking (§ 10.06.483(c)-(d)) |
Same person may hold two or more offices except president + secretary; sole owner of all issued/outstanding stock may hold every combination. Cited officer provisions state no director, residency, citizenship, age, or licensing rule (§§ 10.06.483(a), .990(32)) |
Bylaws may set tenure; otherwise board-chosen officers serve at board's pleasure. No fixed term, holdover, or failure-to-elect rule. Biennial report publicly lists all officers/addresses; initial report due within 6 months (§§ 10.06.230(e)(6), .483(b), .805, .808(4), .811(d)) |
Written notice to corporation at any time; section states no signature, recipient, acceptance, delivery, effective-time, later-date/event, withdrawal, or advance-successor rule. Corporation's contract rights are preserved (§ 10.06.483(b)) |
Unless articles/bylaws provide otherwise, board chooses officers who serve at its pleasure; no special cause, vote, notice, or hearing stated. Employment-contract rights survive office action as § 10.06.483(b) states |
No separate officer-vacancy, unexpired-term, acting-officer, or temporary- delegation rule. First-reporting-year officer change must be noticed before following Jan. 2, naming replacement and replaced office; employment and public-company rules remain separate (§ 10.06.813) |
| Arizona verified 2026-08-24 | Arizona Business Corporation Act; ordinary domestic private business- corporation officers chiefly under A.R.S. §§ 10-840 to -844 and annual reporting under § 10-1622, not directors, employee remedies, fiduciary outcomes, indemnification, or public-company rules |
No mandatory president, secretary, or treasurer title. Bylaws/board define the officer roster, but one officer must receive minutes and record- authentication responsibility; same-individual rule is express, with no separate general natural-person mandate (§ 10-840(A), (C)-(D)) |
Corporation has bylaws-described officers or board appointments made in accordance with bylaws; duly appointed officer may appoint officers or assistants if bylaws/board authorizes. Officer article states no shareholder appointment route (§ 10-840(A)-(B)) |
Bylaws set authority/duties; consistently with them, board or board- authorized officer may prescribe duties. One officer must prepare board and shareholder minutes and authenticate corporate records; no title is mandated for that function (§§ 10-840(C), 10-841) |
Same individual may simultaneously hold more than one office. Current officer article states no general director, shareholder, Arizona-residency, citizenship, or barred-combination qualification (§ 10-840(D); Title 10, Ch. 8, Art. 4 index) |
No fixed term, holdover, or failure-to-elect rule in current officer article. Annual report lists names/business addresses of directors and principal officers, current when executed; due on Commission-assigned date and yearly thereafter in anniversary month (§ 10-1622(A)(4), (B)-(C)) |
Notice delivered to corporation; effective on delivery unless it specifies a later date or event. If corporation accepts future effect, board may prefill vacancy but successor waits until effective date (§ 10-843(A)) |
Board may remove an officer at any time with or without cause. Appointment itself creates no contract rights; removal preserves officer contracts and resignation preserves corporation contracts (§§ 10-843(B), 10-844) |
Accepted delayed resignation may be filled early by board, with successor delayed until effective date; officer article has no other general vacancy or acting-officer rule. Authorized officer may prescribe duties consistently with bylaws; office procedure does not decide employment, fiduciary, indemnification, or public-company duties (§§ 10-841, 10-843(A)) |
| Arkansas verified 2026-08-24 | Arkansas Business Corporation Act of 1987; ordinary domestic private corporation officers under Ark. Code §§ 4-27-205, -625, -816, -840 to -844, and -1622, not director procedure, employee remedies, fiduciary outcomes, indemnification, or public-company rules |
No named title; bylaws/board define offices, and one officer must prepare director/shareholder minutes and authenticate records. Officer provisions state no universal natural-person clause, though multiple-office rule uses “individual” (§ 4-27-840) |
Initial directors appoint officers; board appointment follows bylaws, and duly appointed officer may appoint officers/assistants if bylaws or board authorize. No separate statutory shareholder-election route in officer subchapter (§§ 4-27-205, -840(a)-(b)) |
Duties come from bylaws, board, or authorized directing officer; assigned officer handles minutes/authentication. Share certificates require two bylaw/board-designated officer signatures and corporate seal, remaining valid after signer leaves (§§ 4-27-625(d)-(e), -840(c), -841) |
Same individual may hold multiple offices; officer subchapter states no general director, shareholder, Arkansas-residency, citizenship, age, or licensing qualification (§ 4-27-840(d)) |
No default term, holdover, or failure-to-appoint consequence in officer subchapter; bylaws/board set offices and duties. Annual franchise-tax report names principal officers; internal records include board/shareholder minutes (§§ 4-27-840 to -841, -1601, -1622) |
Notice delivered to corporation; effective on delivery unless later date stated. Corporation acceptance of future date lets board fill pending vacancy with successor waiting; no acceptance for immediate resignation, future-event, or withdrawal rule stated (§ 4-27-843(a)) |
Board may remove any officer anytime with or without cause; no appointing- officer/shareholder removal route stated. Ordinary board vote applies; appointment creates no contract rights, and removal/resignation preserves stated rights (§§ 4-27-816, -843(b), -844) |
Accepted later-date resignation permits board to select successor who waits; no separate general vacancy or acting-officer rule. Officer appointment and duties may be delegated; employment remedies and public-company rules remain outside cited officer subchapter (§§ 4-27-840 to -841, -843(a)) |
| California verified 2026-08-23 | California General Corporation Law; ordinary domestic private stock corporation officers under Corp. Code §§ 210, 307, 312-313, 1500, and 1502, not directors, employee claims, fiduciary outcomes, or public-company rules |
Must have chairperson or president or both, secretary, CFO, and other bylaws/board officers needed to sign instruments and share certificates; president, or chair if no president, defaults to general manager and CEO unless articles/bylaws say otherwise (§ 312(a)) |
Board chooses officers by default; articles or bylaws may provide otherwise. If articles name no initial directors, incorporators may elect officers while perfecting organization; cited sections state no separate officer-delegated appointment route (§§ 210, 312(b)) |
Bylaws or board state titles/duties; default president/chair is general manager/CEO. Specified executive-plus-secretary/CFO signatures receive § 313's no-lack-of-authority safe harbor absent actual knowledge; corporation keeps minutes, but § 312 assigns no secretary-specific minutes duty (§§ 312(a), 313, 1500) |
One person may hold any number of offices unless articles or bylaws say otherwise; § 312 states no general shareholder, residency, or citizenship qualification for officers (§ 312(a)) |
No fixed statutory term or holdover/failure-to-elect rule; default is service at board's pleasure. Annual public Statement of Information names and addresses CEO, secretary, and CFO and permits an updated statement after a change; $25 online filing (§§ 312(b), 1502(a), (e), (h); SOS) |
Officer may resign at any time by written notice to the corporation; § 312 states no acceptance, state filing, delayed-date, or withdrawal rule, while preserving the corporation's contract rights (§ 312(b)) |
Unless articles/bylaws vary it, board chooses officers and they serve at its pleasure, with no cause condition in § 312. Default board act is majority of directors present with quorum or qualifying unanimous written consent; removal remains subject to employment-contract rights (§§ 307, 312(b)) |
Cited officer provisions have no separate vacancy, acting-officer, or duty- delegation rule; replacement follows articles/bylaws or default board choice. Corporate-office change does not decide employment, compensation, contract, fiduciary, indemnification, or public-company duties (§ 312) |
| Colorado verified 2026-08-24 | Colorado Business Corporation Act, Title 7, articles 101-117; ordinary domestic private for-profit corporation officers under §§ 7-101-401, 7-102-105, 7-106-206, 7-108-205, 7-108-301 to -304, 7-116-101, and general notice/report rules, not directors, employee claims, fiduciary outcomes, indemnification, or public-company rules |
Must have bylaws- or board-designated officers, each an individual age 18+; no president, secretary, treasurer, CEO, or CFO title is mandated, but one or more officers must receive minutes, required-record, and authentication responsibility (§§ 7-101-401(29), 7-108-301(1), (3)) |
Board or another manner supplied by board/bylaws appoints officers; a duly appointed officer may appoint officers or assistants when board/bylaws authorize it. Initial directors appoint officers at organization (§§ 7-102-105(1)(b), 7-108-301(2)) |
Bylaws set authority/duties; consistent board or board-authorized-officer prescriptions may supplement them. A designated officer handles minutes, required records, and authentication; certificated shares need one or more board/bylaw-designated officer signatures (§§ 7-106-206(3), 7-108-301(3), 7-108-302) |
Same individual may hold multiple offices; every officer must be an individual age 18+. The ordinary officer sections state no general director, shareholder, Colorado-residency, or citizenship qualification (§ 7-108-301(1), (4)) |
No fixed statutory term, holdover, or general failure-to-appoint consequence in §§ 7-108-301 to -304. Corporation keeps current officer names/business addresses at its principal office; the public periodic report lists no officer roster (§§ 7-90-501(1), 7-116-101(5)(e)) |
Notice to corporation; written unless oral is reasonable, with oral notice effective when communicated. Resignation is effective on receipt unless it states a later date; written receipt includes registered/principal office, secretary, or another authorized recipient (§§ 7-90-105(1), (4), 7-101-401(27), 7-108-303(1)-(2)) |
Board may remove any officer anytime with or without cause unless bylaws say otherwise; bylaws/board may authorize removal by other officers or shareholders. Default board act is majority present with quorum; removal preserves officer contract rights (§§ 7-108-205(3), 7-108-303(4), 7-108-304(2)) |
For later-date resignation, board may retain officer and prefill pending vacancy with delayed successor start, or remove early and fill resulting vacancy. Otherwise appointment routes govern; no acting-officer rule. Appointment creates no contract right, and office procedure does not decide employment or public-company duties (§§ 7-108-301(2), 7-108-303(3), 7-108-304) |
| Connecticut verified 2026-08-24 | Connecticut Business Corporation Act; domestic stock-corporation officers under Conn. Gen. Stat. §§ 33-602, 33-763 to 33-767, 33-945, 33-953, and 33-955, not director procedure, employee remedies, fiduciary outcomes, indemnification, or public-company rules |
No named title required; bylaws or board designate offices, and one officer must prepare minutes and maintain/authenticate required records. Board's express election route is for individuals (§§ 33-602(31), 33-763(a)-(c)) |
Initial directors appoint officers; board may elect individuals, and an officer may appoint officers if bylaws or board authorize. Qualifying unanimous shareholder agreement may set officers, terms, selection, or removal (§§ 33-639(a), 33-717(a)-(b), 33-763(b)) |
Functions come from bylaws, board, or authorized directing officer; assigned records officer handles minutes, maintenance, and authentication. Two designated officers sign share certificates; any officer may execute a state filing with name/capacity stated (§§ 33-608(f)-(g), 33-676(d), 33-763(c), 33-764) |
Same individual may hold multiple offices; surveyed officer provisions state no general director, shareholder, Connecticut-residency, citizenship, or age qualification (§ 33-763(b), (d)) |
No default term, holdover, or failure-to-elect consequence in officer subpart; shareholder agreement may set terms. Annual report lists all officers and business/residence addresses; current text separately requires amended-report and interim-change filings outside the final 30-day window (§§ 33-717, 33-953, 33-955) |
Notice to corporation; written unless oral is reasonable, with consented electronic delivery allowed. Effective on delivery unless later time stated; board or appointing officer acceptance permits advance successor selection (§§ 33-603, 33-766(a)) |
With or without cause by board, appointing officer unless bylaws vary, or another officer authorized by bylaws/board; shareholder agreement may vary. Appointment creates no contract rights, and removal/resignation preserves stated contract rights (§§ 33-717, 33-752(c), 33-766(b), 33-767) |
No general vacancy-filling or acting-officer rule; accepted later-effective resignation permits board/appointing officer to choose successor who waits. Officer is included as employee, while contract rights remain separate; shareholder-agreement exception ends when corporation becomes public (§§ 33-602(13), (28), 33-717(d), 33-766(a), 33-767) |
| Delaware verified 2026-08-24 | Delaware General Corporation Law, Title 8, Chapters 1 and 5; ordinary domestic private stock-corporation officers under 8 Del. C. §§ 103, 108, 141-142, 158, and 502, not director procedure, employment remedies, fiduciary outcomes, indemnification, or public-company rules |
No named title; bylaws or consistent board resolution set offices/duties. One officer must record stockholder/director proceedings, and enough authorized officers must support instruments and stock certificates. No officer natural-person rule stated (§§ 103(a)(2), 142(a), 158) |
Initial directors elect officers at organization. Thereafter selection manner follows bylaws or board/other governing-body determination; no standalone stockholder or officer-delegation actor stated (§§ 108(a), 142(b)) |
Titles/duties come from bylaws or consistent board resolution; one officer records stockholder/director proceedings. Authorized officer signs Chapter 1 instruments; two authorized officers sign certificated stock (§§ 103(a)(2), 142(a), 158) |
Any number of offices may be held by same person unless certificate/bylaws provide otherwise. Officer section states no director, stockholder, natural-person, Delaware-residency, citizenship, age, or licensing rule; directors separately must be natural persons (§§ 141(b), 142(a)) |
Terms set by bylaws or board/governing body; officer holds until successor elected and qualified or earlier resignation/removal; failure to elect has no corporate effect. March 1 report publicly names only signing officer and address, not every officer (§§ 142(b), (d), 502(a)) |
Officer may resign anytime by written notice to corporation. Section states no signature, recipient, delivery, acceptance, effective-time, future-event, withdrawal, or advance-successor rule (§ 142(b)) |
Section recognizes earlier removal but states no removing actor, cause, vote, notice, hearing, or contract-right consequence; check bylaws, board resolutions, and agreements (§ 142(b)) |
Every office vacancy must be filled as bylaws provide; absent a provision, board/other governing body fills it. No statutory unexpired-term, acting-officer, or temporary-delegation rule; employment remedies and public-company duties remain separate (§ 142(e)) |
| District of Columbia verified 2026-08-24 | Business Corporation Act of 2010, D.C. Code Title 29, Chapter 3; ordinary domestic private corporation officers under §§ 29-301.02 to -.03, -302.05, -306.40 to -.44, -313.01, and -102.11, not director procedure, employee remedies, fiduciary outcomes, indemnification, or public-company rules |
No named title; one officer must prepare minutes and maintain/authenticate required records. Board elects individuals, and same individual may hold multiple offices; cited provisions state no age, residency, citizenship, or licensing rule (§§ 29-301.02(18), -306.40) |
Initial directors appoint officers; offices follow bylaws or board appointment, and an officer may appoint officers if bylaws or board authorize. No standalone shareholder-appointment route stated (§§ 29-302.05(a), -306.40(a)-(b)) |
Functions come from bylaws or, consistently, board or board-authorized directing officer. Assigned officer handles minutes/records. Officers must escalate material corporate information and believed actual/probable material violations or duty breaches (§§ 29-306.40(c), -306.41 to -.42) |
Same individual may simultaneously hold multiple offices. Cited officer provisions state no general director, shareholder, District-residency, citizenship, age, or licensing qualification (§ 29-306.40(b), (d)) |
No fixed term, holdover, or failure-to-elect rule in officer part. Internal roster lists current officers/addresses; public biennial report lists at least one director-governor and owner/control persons, not a general officer roster (§§ 29-101.02(18)(A), -102.11, -313.01(e)(6)) |
Notice by any delivery method to corporation; effective on delivery unless later time. Board/appointing officer acceptance allows prefill but successor waits; no writing, future-event, or withdrawal rule stated (§§ 29-301.03(b), -306.43(a)) |
Anytime with/without cause by board; appointing officer unless bylaws/board say otherwise; or another authorized officer. No special vote/notice/hearing; appointment creates no contract rights, and removal/resignation preserves stated rights (§§ 29-306.43 to -.44) |
Accepted later-time resignation permits board/appointing officer to prefill, but successor waits; no separate general vacancy, unexpired-term, or acting- officer rule. Employee includes officer but not director; employee remedies and public-company duties remain separate (§§ 29-301.02(10), -306.43(a)) |
| Florida verified 2026-08-23 | Florida Business Corporation Act; ordinary domestic private for-profit corporation officers under Fla. Stat. §§ 607.08401-.0843, not directors, employee claims, fiduciary outcomes, or public-company rules |
No president, secretary, or treasurer title is mandated; corporation has the officers described in bylaws or appointed by board under bylaws, and board may appoint one or more individuals. One officer must receive minutes and record-authentication functions (§ 607.08401(1)-(3)) |
Bylaws describe offices and board appoints under bylaws; a duly appointed officer may appoint officers or assistants if bylaws or board authorize it. Initial directors appoint officers at the organizational meeting or by unanimous written consent (§§ 607.0205, 607.08401(1)-(2)) |
Bylaws set authority and duties; consistently with bylaws, board or an authorized superior officer may prescribe duties. One officer must prepare director/shareholder minutes and authenticate required corporate records (§§ 607.08401(3), 607.0841) |
Same individual may hold multiple offices. Cited ordinary officer provisions require an individual for a board appointment but state no general director, shareholder, Florida-residency, or citizenship qualification (§ 607.08401(2), (4)) |
Cited officer provisions set no general fixed term, holdover, or failure-to- appoint consequence. Annual report filed January 1-May 1 lists principal officers' names and business street addresses current on delivery and later same-year reports amend the official record (§ 607.1622(1), (4)-(5)) |
Officer resigns by written notice delivered to corporation; effective under general notice rule unless notice states delayed date or future event. If board or appointing officer accepts delay, pending vacancy may be filled but successor cannot take office until vacancy occurs (§§ 607.0141(5), 607.0842(1)) |
Removal at any time with or without cause by board, appointing officer unless bylaws/board say otherwise, or another officer authorized by bylaws/board. Appointment creates no contract right; removal and resignation preserve the stated contract rights (§§ 607.0824, 607.0842-.0843) |
Pending vacancy may be filled during an accepted delayed resignation, with successor's office deferred until vacancy. Otherwise bylaws, board authority, and authorized-officer appointment govern successors; appointing officer includes that officer's successor. Office changes remain separate from employment and contract claims (§§ 607.08401-.0843) |
| Georgia verified 2026-08-23 | Georgia Business Corporation Code; ordinary domestic private corporation officers under O.C.G.A. §§ 14-2-840 through 14-2-844 and annual registration under § 14-2-1622, not directors, employee claims, fiduciary outcomes, or public-company rules |
No generally required president/secretary/treasurer titles; bylaws/board provide offices. One officer must prepare meeting minutes and maintain and authenticate required records; board elects individuals to offices (O.C.G.A. § 14-2-840) |
Bylaws describe offices; board appoints consistently with bylaws and may elect individuals. A duly appointed officer may appoint one or more officers if bylaws or board authorize; no general shareholder appointment route (§ 14-2-840) |
Bylaws, consistent board action, or a board-authorized superior officer set functions. Default CEO, or president if no CEO, conducts ordinary business and signs non-board/shareholder transactions unless governing documents or board action say otherwise (§§ 14-2-840(c), 14-2-841) |
Same individual may hold more than one office; cited officer sections state no general director, shareholder, Georgia-residency, citizenship, or age qualification (§ 14-2-840(d)) |
No general statutory officer term, holdover, or failure-to-elect result. Annual registration names/addresses CEO, CFO, secretary, or similar positions, current at execution; initial 90-day rule and later Jan. 1-Apr. 1 window apply (§ 14-2-1622) |
Officer resigns by delivering notice to corporation; effective on delivery unless notice states a later time. Copy may be filed with SOS; § 14-2-843 states no acceptance or withdrawal rule |
With or without cause: board; appointing officer unless bylaws/board say otherwise; or another officer authorized by bylaws/board. Appointment alone creates no contract rights; removal and resignation preserve the opposite party's existing contract rights (§§ 14-2-843 and 14-2-844) |
Business-corporation officer sections state no general vacancy, acting- officer, or successor-term rule; replacement follows § 14-2-840 and the bylaws/board. Office action does not decide employment, compensation, contract, fiduciary, indemnification, or public-company duties |
| Hawaii verified 2026-08-24 | Hawaii Business Corporation Act; ordinary domestic private corporation officers under Haw. Rev. Stat. §§ 414-35, 414-231 to -235, 414-470, and 414-472, not director procedure, employee remedies, fiduciary outcomes, indemnification, or public-company rules |
No named title; bylaws describe or board appoints offices, and one officer must prepare/custody director-shareholder minutes and authenticate records. Complete officer subpart states no natural-person-only rule (§ 414-231(a), (c)) |
Initial directors appoint officers; offices follow bylaws or board appointment, and a duly appointed officer may appoint officers/assistants if bylaws or board authorize. No shareholder-appointment route stated (§§ 414-35(a)(1), 414-231(a)-(b)) |
Authority/duties come from bylaws or, consistently, board or a board- authorized directing officer. Assigned officer prepares/custodies minutes and authenticates records; secretary/person in charge certifies shareholder- register transcripts (§§ 414-231(c), 414-232, 414-470) |
Same individual may simultaneously hold multiple offices. Complete officer subpart states no general director, shareholder, Hawaii-residency, citizenship, age, or licensing qualification (§ 414-231(d)) |
No fixed term, holdover, or failure-to-elect rule in officer subpart. Annual public report lists every director/officer and business address, due by formation-quarter end; no report in incorporation year (§ 414-472(a), (d)) |
Notice delivered to corporation; effective on delivery unless notice gives later date. Corporation acceptance of future date lets board prefill vacancy, but successor waits. No writing or withdrawal rule stated (§ 414-234(a)) |
Board may remove when it judges corporation's best interests served; no express cause label or special vote/notice/hearing. Removal is without prejudice to contract rights; appointment/election alone creates none (§§ 414-234(b), 414-235) |
Board or authorized appointing officer may select officers; board may prefill an accepted later-date resignation, but successor waits. No separate unexpired-term or acting-officer rule; employment remedies and public- company duties remain outside cited provisions (§§ 414-231, 414-234(a)) |
| Idaho verified 2026-08-24 | Idaho Business Corporation Act; ordinary domestic private corporation officers under Idaho Code §§ 30-29-140, -141, -205, -840 to -844, -1601, and 30-21-213, not director procedure, employee remedies, fiduciary outcomes, indemnification, or public-company rules |
No named title; bylaws/board define offices, and one officer must maintain/ authenticate required records—the Act defines that officer as “secretary.” Board elects individuals, statutorily natural persons (§§ 30-29-140(20), (26), -840) |
Initial directors appoint officers; corporation has bylaw-described or board-appointed offices, board may elect individuals, and an officer may appoint officers if bylaws/board authorize. No shareholder appointment route stated (§§ 30-29-205, -840(a)-(b)) |
Functions come from bylaws or, consistently, board or board-authorized directing officer. Assigned secretary maintains/authenticates required records; corporation also keeps current officer names/business addresses internally (§§ 30-29-140(26), -840(c), -841, -1601(a)(6)) |
Same individual may simultaneously hold more than one office; board-elected officer is an individual/natural person. Cited officer provisions state no general director, shareholder, Idaho-residency, citizenship, age, or licensing qualification (§§ 30-29-140(20), -840(b), (d)) |
Cited officer provisions state no fixed term, holdover, or failure-to-elect rule. Internal records list current directors/officers; annual public report lists only at least one governor, not an officer roster, and is due in the formation-anniversary month (§§ 30-29-1601(a)(6), 30-21-213) |
Written notice to board, chair, appointing officer, or secretary; effective under general notice rules unless delayed, including future event(s). If board/appointing officer accepts delay, it may prefill vacancy but successor waits; no withdrawal rule stated (§§ 30-29-141(i), -843(a)) |
Anytime with/without cause by board; appointing officer unless bylaws/board say otherwise; or other officer authorized by bylaws/board. No special vote, notice, or hearing stated; election/appointment creates no contract rights, and removal/resignation preserves stated rights (§§ 30-29-843(b)-(c), -844) |
Accepted delayed resignation permits board or appointing officer to name a successor who waits; no separate general vacancy, unexpired-term, or acting- officer rule. Appointment/functions may be delegated; employment remedies and public-company rules remain outside cited provisions (§§ 30-29-840 to -844) |
| Illinois verified 2026-08-23 | Illinois Business Corporation Act of 1983; ordinary domestic private corporation officers under 805 ILCS 5/2.20, 8.40, 8.50-8.55, 14.05, and 14.10, not directors, employee claims, fiduciary outcomes, or public-company rules |
Bylaws provide the officer roster; no president, treasurer, or named secretary title is generally mandatory, but one officer must have authority to certify bylaws, resolutions, and other corporate documents (§ 8.50) |
Initial directors elect officers at the organization meeting. Board elects bylaw officers at the bylaw-prescribed time/manner; necessary officers, assistants, and agents may be board-selected or chosen another way the bylaws prescribe (§§ 2.20(c), 8.50) |
Bylaws or a consistent board resolution assign express authority and duties; common law supplies recognized implied authority. The certifying officer may authenticate bylaws, shareholder/board/committee resolutions, and other corporate documents (§ 8.50) |
One person may hold two or more offices only if bylaws so provide. The cited general officer provisions state no director, shareholder, Illinois- residency, citizenship, or age qualification (§ 8.50) |
No general statutory term, holdover, or failure-to-elect rule. Annual report gives names/addresses of all officers as of execution and is due in the 60 days before the anniversary month; SOS open data publishes president and secretary names/addresses (§§ 1.25, 14.05(d), 14.10) |
The complete Act states no general officer-resignation form, recipient, acceptance, effective-time, delayed-date, withdrawal, or state-filing rule; check bylaws, board records, and contracts (§§ 8.50-8.55) |
Board may remove an officer/agent when it judges the corporation's best interests will be served. Default board act is majority present with quorum, unless articles/bylaws require more; removal preserves contract rights and appointment alone creates none (§§ 8.15, 8.55) |
No separate general vacancy, acting-officer, or successor-term rule; replacement follows § 8.50 and the bylaws. Board committees cannot elect or remove officers. Office action does not decide employment, compensation, contract, fiduciary, indemnification, or public-company duties (§§ 8.40, 8.50-8.55) |
| Indiana verified 2026-08-24 | Indiana Business Corporation Law, IC 23-1, plus cross-entity biennial- reporting provisions in IC 23-0.5; ordinary domestic private business- corporation officers chiefly under §§ 23-1-36-1 to -4 and 23-0.5-2-13, not directors, employee remedies, fiduciary outcomes, indemnification, or public- company rules |
At least one officer required; no mandatory president or treasurer title. Officer assigned minutes/authentication responsibility is considered the secretary for IC 23-1; same-individual rule is express, with no separate general natural-person mandate (§ 23-1-36-1(a), (c)-(d)) |
Officers may be bylaws-described, board-elected/appointed consistently with bylaws, or appointed by duly elected/appointed officer consistently with bylaws. Authorized officer may appoint officers/assistants; default board act is majority present with quorum (§§ 23-1-34-5(c), 23-1-36-1(a)-(b)) |
Bylaws set authority/duties; consistently with them, board or board- authorized officer may prescribe duties. One officer must prepare board and shareholder minutes and authenticate records and is considered secretary for the article (§§ 23-1-36-1(c), 23-1-36-2) |
Same individual may simultaneously hold more than one office. Current officer chapter states no general officer-director, shareholder, Indiana- residency, citizenship, or barred-combination qualification (§ 23-1-36-1(d)) |
No fixed term, holdover, or failure-to-elect rule beyond one-officer minimum. Biennial report lists directors, secretary, and highest executive office, current when signed; filed every two calendar years on SOS schedule with 90-day early window (§§ 23-1-36-1(a), 23-0.5-2-13(a)(4), (b)-(c)) |
Notice to board, chair, or secretary, or to governing-document-designated officer. Effective on delivery unless later date specified; accepted future date permits advance successor selection but successor waits; no future- event route stated (§ 23-1-36-3(a)-(b)) |
Board may remove any officer anytime with/without cause; appointing officer may remove appointee anytime with/without cause. Default board act is majority present with quorum. Election/appointment creates no contracts; removal and resignation preserve separate contracts (§§ 23-1-34-5(c), 23-1-36-3(c)-(d), 23-1-36-4) |
Accepted delayed resignation may be filled early by board, with successor delayed until effective date; officer chapter has no other general vacancy or acting-officer rule. Authorized officer may prescribe duties consistently with bylaws; office procedure does not decide employment, fiduciary, indemnification, or public-company duties (§§ 23-1-36-2, 23-1-36-3(b)) |
| Iowa verified 2026-08-24 | Iowa Business Corporation Act; ordinary domestic for-profit corporation officers under Iowa Code §§ 490.140-.141, .205, .625, .732, .824, .840-.844, .1601, and .1621, not director procedure, employee remedies, fiduciary outcomes, indemnification, or public-company rules |
Officer subchapter names no required title; bylaws/board define offices and one officer must maintain/authenticate required records. Board may elect individuals, but no universal natural-person clause applies to every route; biennial report nevertheless must name president, secretary, and treasurer (§§ 490.840, 490.1621(1)(d)) |
Initial directors appoint officers; board elects consistently with bylaws, and an officer may appoint officers if bylaws/board authorize. Qualifying unanimous shareholder agreement may set officers, terms, selection, or removal (§§ 490.205, .732, .840(1)-(2)) |
Functions come from bylaws, board, or authorized directing officer; assigned officer maintains/authenticates required records. Two bylaw-designated officers sign share certificates, which remain valid if signer leaves before issue (§§ 490.625(4)-(5), .840(3), .841) |
Same individual may hold multiple offices; officer subchapter states no general director, shareholder, Iowa-residency, citizenship, or age qualification, and defines individual as natural person (§§ 490.140(30), .840(2), (4)) |
No default term, holdover, or failure-to-elect consequence in officer subchapter; shareholder agreement may set terms. Even-year biennial report due Jan. 1-Apr. 1 names/business addresses president, secretary, treasurer, and one director; internal list covers all officers (§§ 490.732, .1601(1), .1621) |
Written notice to board, chair, appointing officer, or secretary; effective under general notice rule unless delayed by time or future event. Board or appointing officer acceptance permits advance filling with successor waiting; no withdrawal rule stated (§§ 490.141(9), .843(1)) |
With or without cause by board, appointing officer unless bylaws/board vary, or another authorized officer; qualifying shareholder agreement may vary. Appointment creates no contract rights; removal/resignation preserves stated rights (§§ 490.732, .824(3), .843(2)-(3), .844) |
Accepted delayed resignation permits board/appointing officer to choose successor who waits; no separate general vacancy or acting-officer rule. Appointment and functions may be delegated, officer is included as employee, and shareholder-agreement provisions remain private-company governance (§§ 490.140(19), .732, .840-.841, .843(1)) |
| Kansas verified 2026-08-24 | Kansas General Corporation Code; ordinary domestic private stock corporation officers under K.S.A. §§ 17-6008, -6102, -6302, -6408, -6515, and -7503, not director removal, employee remedies, fiduciary outcomes, indemnification, or public-company rules |
No named internal title; bylaws/consistent board resolution supply titles and duties needed for instruments and stock certificates, and one officer must record stockholder/director proceedings. Section 17-6302 states no separate natural-person rule (§ 17-6302(a)) |
Initial directors elect officers at organization; later selection manner is prescribed by bylaws or determined by board/other governing body. Corporation has power to appoint needed officers/agents; no separate officer-delegated appointment rule stated (§§ 17-6008(a)(3), -6102(e), -6302(b)) |
Titles/duties come from bylaws or consistent board resolution; one officer records stockholder/director proceedings in a book. Certificated shares are signed by any two authorized officers, and former-officer signatures remain effective (§§ 17-6302(a), -6408) |
Any number of offices may be held by same person unless articles/bylaws say otherwise; cited officer section states no general director, stockholder, Kansas-residency, citizenship, age, or licensing qualification (§ 17-6302(a)) |
Bylaws or board/governing body set terms; officer holds until successor is elected and qualified or earlier resignation/removal; failure to elect does not affect corporation. Biennial April 15 report lists president, secretary, treasurer or equivalents and directors (§§ 17-6302(b), (d), -7503(b)-(c)) |
Statutory route is resignation at any time on written notice to corporation; § 17-6302 states no signature, acceptance, filing, delivery recipient, effective-time, later-date/event, withdrawal, or prefilled-successor rule (§ 17-6302(b)) |
Section 17-6302 recognizes earlier removal but states no general removal actor, with/without-cause rule, vote, notice/hearing, or contract-right consequence. District court may determine a contested officer removal or title; governing documents and contracts require separate review (§§ 17-6302(b), -6515(a)) |
Death, resignation, removal, or other vacancy is filled as bylaws provide; absent a provision, board/other governing body fills it. No unexpired-term, acting-officer, or temporary duty-delegation rule stated; employment and public-company duties remain outside cited provisions (§ 17-6302(e)) |
| Kentucky verified 2026-08-24 | Kentucky Business Corporation Act; ordinary domestic private corporation officers under KRS §§ 271B.1-410, 271B.2-050, 271B.6-250, 271B.8-240, 271B.8-400 through 271B.8-440, 271B.16-010, and 14A.6-010. Acceptance of election/appointment, including by service, consents to Kentucky court jurisdiction for corporate actions (§ 271B.8-400(5)) |
No named statutory title; corporation has bylaws-described or board-appointed officers, and bylaws/board must assign one officer the minutes/authentication function. Section 271B.8-400 states no general entity-officer bar or universal natural-person clause |
Initial directors appoint officers; thereafter bylaws describe officers and board appoints consistently with them. A duly appointed officer may appoint officers/assistants only if bylaws or board authorize; no default shareholder appointment route (§ 271B.2-050 and § 271B.8-400) |
Bylaws set authority/duties; consistently, board or board-authorized officer may prescribe duties. Records officer prepares meeting minutes and authenticates records; share certificates need two designated-officer signatures (§ 271B.6-250, § 271B.8-400(3), and § 271B.8-410) |
Same individual may simultaneously hold multiple offices; officer subpart states no general director, shareholder, Kentucky-residency, citizenship, or age qualification (§ 271B.8-400(4)) |
No default fixed term, holdover, or failure-to-elect consequence in complete officer subpart. January 1-June 30 annual report names records-authentication officer, other principal officers, and directors; information may be amended (§ 14A.6-010) |
Notice to corporation; written unless oral is reasonable, with electronic notice treated as written. Effective on delivery unless later date stated; corporation acceptance lets board fill pending vacancy but delay successor's start (§ 271B.1-410 and § 271B.8-430(1)) |
Board may remove any officer at any time with or without cause; ordinary board act is majority present with quorum unless articles/bylaws require more. Appointment creates no contract rights, and removal preserves existing rights (§ 271B.8-240, § 271B.8-430(2), and § 271B.8-440) |
No general officer-vacancy or acting-officer rule; only accepted later-dated resignation permits advance successor selection. Officer may rely on qualifying officer/employee/expert information, but cited provisions do not create a general duty-delegation or successor route (§ 271B.8-420 and § 271B.8-430) |
| Louisiana verified 2026-08-24 | Louisiana Business Corporation Act; ordinary domestic private business corporation officers under La. R.S. 12:1-140, 1-141, 1-205, 1-625, 1-732, 1-824, 1-840 through 1-844, 1-1601, and 1-1621, not director procedure, employment remedies, fiduciary outcomes, or public-company rules |
Must have a secretary; other offices come from bylaws or board appointment. Board election is of "individuals," meaning natural persons; no president, treasurer, CEO, or CFO title is generally required (§§ 12:1-140(13), 12:1-840) |
Initial directors appoint officers; thereafter the board may elect officers, and an officer may appoint more if bylaws or board authorize it. A unanimous governance agreement may set officers and their selection (§§ 12:1-205, 12:1-732(B)(3), 12:1-840) |
Secretary prepares director/shareholder minutes and maintains/authenticates required records; bylaws, board, or board-authorized officer prescribe other authority/functions. Share certificates require president-plus-secretary or two designated-officer signatures (§§ 12:1-625(D), 12:1-840(C), 12:1-841) |
Same individual may hold multiple offices. The officer subpart states no general director, shareholder, Louisiana-residency, citizenship, or age qualification; a unanimous governance agreement may establish who serves (§§ 12:1-732(B)(3), 12:1-840(D)) |
No default fixed term, holdover, or failure-to-elect consequence in the officer subpart; a unanimous governance agreement may set terms. Annual report lists principal officers' names/business addresses by incorporation anniversary (§ 12:1-732(B)(3) and § 12:1-1621(A)(5), (C)) |
Written notice delivered to corporation; effective under § 12:1-141 unless it states a later time. If board or appointing officer accepts that time, it may fill the pending vacancy but delay successor's start (§§ 12:1-141, 12:1-843(A)) |
With or without cause by board, appointing officer unless bylaws/board say otherwise, or another bylaws/board-authorized officer; ordinary board act uses required majority. Appointment creates no contract rights, and removal preserves existing rights (§§ 12:1-824(C), 12:1-843(B)-(C), 12:1-844) |
No general officer-vacancy or acting-officer rule; § 12:1-843(A) permits advance filling only for an accepted later-effective resignation. Properly delegated employee responsibilities may support officer reliance; governance-agreement exceptions end when corporation becomes public (§ 12:1-732(D) and § 12:1-842(C)) |
| Maine verified 2026-08-24 | Maine Business Corporation Act; ordinary domestic private corporation officers under 13-C M.R.S. §§ 102, 205, 841 to 845, 1601, and 1621, not director procedure, employee remedies, fiduciary outcomes, indemnification, or public-company rules |
No named title; one officer must prepare minutes and maintain/authenticate required meeting/shareholder records. Board elects individuals—natural persons; president title is optional but carries statutory defaults if used (§§ 102(18), 841(1)-(3), 842(2)) |
Initial directors appoint officers; offices follow bylaws or board designation/election, and an officer may appoint officers/assistants if bylaws or board authorize. No shareholder-appointment route stated (§§ 205(1)(A), 841(1)-(2)) |
Functions come from bylaws or, consistently, board or board-authorized directing officer. During director/shareholder deadlock, designated president defaults to litigation authority; third parties may ordinarily assume president's ordinary-course contract authority (§§ 841(3), 842) |
Same individual may simultaneously hold multiple offices; board-elected officers are natural persons. Cited officer provisions state no general director, shareholder, Maine-residency, citizenship, age, or licensing qualification (§§ 102(18), 841(2), (4)) |
No fixed term, holdover, or failure-to-elect rule in officer subchapter. Internal roster lists all current officers/business addresses; annual public report names principal officers, current on execution and due January 1- June 1 (§§ 1601(5)(F), 1621(1)(F), (2)-(3)) |
Notice delivered by conventional method, including authorized electronic transmission; effective on delivery unless later time or specified future event. Board/appointing officer acceptance allows prefill, but successor waits; no writing or withdrawal rule stated (§§ 102(5), 844(1)) |
Anytime with/without cause by board; appointing officer unless bylaws/board say otherwise; or another authorized officer. No special vote/notice/hearing; appointment creates no contract rights, and removal/resignation preserves stated rights (§§ 844(2)-(3), 845) |
Accepted later-time/event resignation permits board/appointing officer to prefill, but successor waits; no separate unexpired-term or acting-officer rule. Act says employee includes officer but not director; employment remedies and public-company duties remain separate (§§ 102(10), 841, 844(1)) |
| Maryland verified 2026-08-24 | Maryland Corporations and Associations Article, Title 2; ordinary domestic private corporation officers under §§ 2-109, 2-408, and 2-412 through 2-415, with Tax-Property § 11-101 and SDAT Form 1 reporting, not directors, employment claims, fiduciary outcomes, indemnification, or public-company rules |
Must have president, secretary, and treasurer; bylaws may add other officers. Sections 2-412 through 2-415 state no separate CEO/CFO title mandate or express natural-person rule (§ 2-412) |
Board elects officers by default, including at the organization meeting; bylaws may provide another rule. Cited provisions state no separate shareholder or officer-delegated appointment route (§§ 2-109, 2-413(a)) |
Bylaws set officer/agent authority and duties; consistent board resolutions may supplement them, while third-party rights are unaffected absent knowledge. One person cannot count in two capacities on a legally multi-officer instrument (§§ 2-414, 2-415(b)) |
Multiple offices only if bylaws permit; same person cannot be both president and vice president. Sections state no general director, shareholder, residency, or citizenship qualification (§ 2-415(a)) |
Unless bylaws say otherwise, one-year term plus holdover until successor is elected and qualifies. Annual SDAT Form 1 due April 15 publicly lists president, vice president, secretary, treasurer, mailing addresses, and director names (§ 2-413(b); TP § 11-101; Form 1) |
Current §§ 2-412 through 2-419 state no general officer-resignation form, recipient, acceptance, delivery-effective, later-date/event, withdrawal, or state-filing rule |
Board may remove any officer or agent; § 2-413 states no cause condition and preserves contract rights. Default board act is majority present with quorum unless charter/bylaws/statute require another proportion (§§ 2-408, 2-413(c)) |
Board may fill any office vacancy unless bylaws say otherwise; no statutory successor-term or acting-officer rule stated. Bylaws/consistent board resolutions allocate duties; office procedure does not decide employment, compensation, damages, fiduciary, indemnification, or public-company duties (§§ 2-413(d), 2-414) |
| Massachusetts verified 2026-08-24 | Massachusetts Business Corporation Act, G.L. c. 156D; ordinary domestic private business-corporation officers chiefly under §§ 1.40, 8.40-8.46 and 16.22, not directors, employee remedies, fiduciary outcomes, indemnification, or public-company rules |
Must have president, treasurer, and secretary. Unless bylaws/board assigns another officer, secretary or assistant secretary prepares board/shareholder minutes and authenticates records; same-individual rule is express, with no separate general natural-person mandate (§§ 1.40, 8.40(a), (c)-(d)) |
Bylaws describe other officers or board appoints them consistently with bylaws; duly appointed officer may appoint officers/assistants if bylaws or board authorizes. Default board act is majority of directors present with quorum; officer article states no shareholder route (§§ 8.24(c), 8.40) |
Bylaws set authority/duties; consistently with them, board or board- authorized officer may prescribe duties. Secretary defaults to minutes and authentication. Specified president/vice-president plus treasurer/assistant- treasurer real-estate signatures protect good-faith reliance (§§ 8.40(c), 8.41, 8.46) |
Same individual may hold more than one office, and § 8.46 permits the two real-estate signing capacities to be held by the same person. Current officer article states no general director, shareholder, residency, citizenship, or barred-combination qualification (§ 8.40(d)) |
No fixed term, holdover, or failure-to-elect rule in current officer article. President/treasurer/secretary changes require a forthwith certificate; after 30 days an affected person may self-file. Annual report names required officers and any different CEO/CFO and is due within two and one-half months after fiscal-year end (§§ 8.45, 16.22) |
Notice of resignation delivered to corporation; effective on delivery unless it specifies a later date. If corporation accepts future date, board may prefill vacancy but successor waits until that date; no future-event route stated (§ 8.43(a)) |
Board may remove any officer at any time with or without cause; default meeting act is majority of directors present with quorum unless governing documents require more. Appointment creates no contract rights; removal and resignation preserve separate contracts (§§ 8.24(c), 8.43(b), 8.44) |
Accepted delayed resignation may be filled early by board, with successor delayed until effective date; officer article has no other general vacancy or acting-officer rule. Authorized officer may prescribe duties consistently with bylaws; office procedure does not decide employment, fiduciary, indemnification, or public-company duties (§§ 8.41, 8.43(a)) |
| Michigan verified 2026-08-23 | Michigan Business Corporation Act, 1972 PA 284; ordinary domestic private business-corporation officers chiefly under MCL §§ 450.1531 and 450.1535, not directors, employee remedies, fiduciary outcomes, indemnification, benefit-corporation duties, or public-company rules |
Must have president, secretary, and treasurer; chair, one or more vice- presidents, and other bylaws/board offices are optional. § 450.1531 uses “person,” which the Act defines broadly to include individuals and legal entities (§§ 450.1108, 450.1531(1)-(2)) |
Board elects/appoints by default; articles or bylaws may provide otherwise, and § 450.1535 recognizes shareholder-elected officers. Current law states no officer-delegated appointment route; default board act is majority present with quorum (§§ 450.1523, 450.1531, 450.1535) |
Bylaws or a board resolution consistent with bylaws sets management authority and duties; annual report is signed by an authorized officer or agent (§§ 450.1531(4), 450.1911(1)) |
One person may hold two or more offices, but cannot execute, acknowledge, or verify in multiple capacities when law/articles/bylaws require two or more officers. Surveyed provisions state no officer-director, shareholder, residency, or citizenship condition (§ 450.1531(2)) |
Serves stated term and until successor is elected/appointed and qualified, unless resignation or removal intervenes. Annual report due May 15 publicly lists names/addresses of president, secretary, treasurer, and directors; Jan. 1-May 15 formations skip that year's report (§§ 450.1531(3), 450.1911) |
Written notice to corporation; effective on receipt or later time stated in notice. Current law states no future-event, acceptance, withdrawal, or pending-successor mechanism (§ 450.1535(3)); SB 789 would add future events and accepted-delay vacancy filling |
Board removes its officer with/without cause. Shareholder-elected officer is removable with/without cause only by shareholders, though board may suspend for cause; default shareholder act is majority of votes cast. Removal preserves contracts; appointment alone creates none (§§ 450.1441, 450.1535) |
Holdover continues until successor qualifies, and successor selection follows articles/bylaws or default board appointment; no separate current pending- vacancy or acting-officer rule. Office procedure does not decide employment, compensation, contract damages, fiduciary, indemnification, benefit- corporation, or public-company duties (§§ 450.1531, 450.1535) |
| Minnesota verified 2026-08-24 | Minnesota Business Corporation Act, chapter 302A; ordinary domestic private corporation officers under §§ 302A.011, .171, .237, and .301-.351, with §§ 5.34 and 302A.821 renewal disclosure, not directors, employment claims, fiduciary outcomes, indemnification, or public-company rules |
One or more natural persons must exercise CEO and CFO functions, however designated; no president, secretary, treasurer, CEO, or CFO title is required. Board chair is not an officer unless articles/bylaws say so (§§ 302A.011, subd. 18; 302A.301) |
Organization includes officer election. Board may elect/appoint other officers under articles/bylaws or majority-present resolution; when similarly authorized, CEO may appoint officers other than CFO. Shareholder control agreement remains controlling (§§ 302A.171, subd. 2; 302A.311) |
Articles/bylaws/consistent board resolution may replace statutory CEO/CFO defaults. Defaults give CEO active management, presiding, execution, and proceedings-record duties and CFO financial, deposit, disbursement, and reporting duties; multi-office signer states each capacity (§§ 302A.305, 302A.315) |
Same person may hold/exercise any number of offices/functions and may sign in multiple capacities if each is shown. Required CEO/CFO functions use natural persons; surveyed provisions state no general director, shareholder, Minnesota-residency, or citizenship qualification (§§ 302A.301, 302A.315) |
Articles/bylaws/board set other-officer terms; no general holdover. If board elects no CEO/CFO, principal-function actors are deemed elected. Annual renewal due December 31 publicly names/business-addresses the CEO or principal-function actor (§§ 5.34(a)(5), 302A.311, 302A.321, 302A.821) |
Written notice to corporation; effective without acceptance when given unless notice specifies later date. No state resignation filing or express withdrawal/advance-successor rule (§ 302A.341, subd. 1) |
Board majority present may remove any officer anytime with/without cause; CEO may remove its appointee and, if authorized in a non-closely-held corporation, a board officer other than CFO. Shareholder control agreement applies; contract rights survive (§§ 302A.237, subd. 1; 302A.331; 302A.341, subd. 2) |
CEO/CFO vacancy must be filled; other vacancy may be filled for unexpired term through articles/bylaws, board, or deemed-election route. Unless prohibited, officer may delegate duties/powers but remains responsible for delegation and supervision; office rules do not decide employment or public-company duties (§§ 302A.321, .341, subd. 3; 302A.351) |
| Mississippi verified 2026-08-24 | Mississippi Business Corporation Act; ordinary domestic private corporation officers under Miss. Code §§ 79-4-8.40, -8.41, -8.43, -8.44, and -16.22, not director procedure, employee remedies, fiduciary outcomes, indemnification, or public-company rules |
No named title; bylaws or board define offices, and one officer must prepare director/shareholder minutes and maintain/authenticate records. Board elects “individuals,” and the same individual may hold multiple offices (§ 79-4-8.40) |
Board may elect individuals to offices; a duly authorized officer may appoint one or more officers if the bylaws or board authorize. No separate shareholder appointment route stated in the cited officer provisions (§ 79-4-8.40(a)-(b)) |
Authority/duties come from bylaws, or consistently from board or a board- authorized directing officer; bylaws/board must assign one officer the minutes, maintenance, and authentication functions (§§ 79-4-8.40(c), -8.41) |
Same individual may simultaneously hold more than one office; cited officer provisions state no general director, shareholder, Mississippi-residency, citizenship, age, or licensing qualification (§ 79-4-8.40(d)) |
Cited officer provisions state no fixed term, holdover, or failure-to-elect consequence. Annual report, due within 60 days of the incorporation anniversary or another SOS-set date, names and gives business addresses for principal officers; information is current when executed (§ 79-4-16.22) |
Deliver notice to corporation; effective on delivery unless later time stated. If board or appointing officer accepts future time, it may prefill the vacancy but successor waits; no signed-writing, state-filing, or withdrawal rule stated (§ 79-4-8.43(a)) |
Anytime with/without cause by board; appointing officer unless bylaws/board say otherwise; or another officer authorized by bylaws/board. Section 8.43 states no special vote threshold; appointment alone creates no contract rights, and removal/resignation preserves stated contract rights (§§ 79-4-8.43(b)-(c), -8.44) |
Accepted later-time resignation permits board or appointing officer to name a successor who waits; no separate general vacancy or acting-officer rule in cited officer provisions. Appointment and duties may be delegated; employment remedies and public-company rules remain outside them (§§ 79-4-8.40 to -8.44) |
| Missouri verified 2026-08-24 | Missouri General and Business Corporation Law, Chapter 351; ordinary domestic for-profit corporation officers under §§ 351.020, .080, .120, .122, .215, .295, .325, .340, and .360-.365, not directors, employment claims, fiduciary outcomes, indemnification, or public-company rules |
Must have president and secretary chosen by directors; bylaws prescribe other officers and agents. Chapter 351 states no separate treasurer/CFO mandate or express natural-person requirement for ordinary officers (§ 351.360.1) |
Directors choose president and secretary, including at the first board's organization meeting; bylaws prescribe other officer/agent roles. Cited provisions state no shareholder or officer-delegated appointment route (§§ 351.080.2, 351.360.1) |
Bylaws set officer/agent authority and duties; absent a bylaw rule, board resolution does. Secretary files unanimous board consents with minutes; certificated shares default to executive-plus-secretary/treasurer signatures (§§ 351.215, .295, .340.2, .360.2-.3) |
Unless articles/bylaws say otherwise, one person may hold two or more offices, and president, CEO, and board chair may be separate. Section 351.360 states no general officer-director, shareholder, residency, or citizenship qualification (§ 351.360.1) |
Officer provisions state no fixed term, holdover, or failure-to-elect result. Registration report lists all officers/directors and addresses; due within 30 days initially, then annually unless the corporation elects the statutory biennial option (§§ 351.120.1-.5, 351.122) |
Chapter 351's officer provisions state no general resignation form, recipient, acceptance, delivery-effective, later-date/event, withdrawal, or state-filing rule (§§ 351.360-.365; current full-chapter review) |
Board may remove an officer/agent elected or appointed by it whenever the board judges removal serves corporate best interests; ordinary board act is majority present with quorum unless governing documents require more. Removal preserves existing contract rights (§§ 351.325, 351.365) |
Officer provisions state no general vacancy, successor-term, acting-officer, or duty-delegation route beyond bylaw/board duty assignment. Office procedure does not decide employment, compensation, contract damages, fiduciary, indemnification, or public-company duties (§§ 351.360-.365) |
| Montana verified 2026-08-24 | Montana Business Corporation Act; ordinary domestic private corporation officers under Mont. Code Ann. §§ 35-14-140, -141, -205, -840 to -844, -1601, and -1621, not director procedure, employee remedies, fiduciary outcomes, indemnification, or public-company rules |
No named title; one officer must maintain/authenticate required records, and Act defines that officer as secretary. Board elects individuals—natural persons (§§ 35-14-140(27), (47), -840(2)-(3)) |
Initial directors appoint officers; offices follow bylaws or board appointment/election, and an officer may appoint officers if bylaws or board authorize. No shareholder-appointment route stated (§§ 35-14-205(1)(a), -840(1)-(2)) |
Functions come from bylaws or, consistently, board or board-authorized directing officer. Officer must escalate material corporate information and believed actual/probable material law violations or duty breaches; assigned secretary maintains/authenticates required records (§§ 35-14-840(3), -841, -842(1)-(2), -1601) |
Same individual may simultaneously hold multiple offices; board-elected officers are natural persons. Cited officer provisions state no general director, shareholder, Montana-residency, citizenship, age, or licensing qualification (§§ 35-14-140(27), -840(2), (4)) |
No fixed term, holdover, or failure-to-elect rule in officer part. Internal roster lists all current officers; annual public report lists principal officers/business addresses, current on signing and due January 1-April 15 (§§ 35-14-1601(1)(f), -1621(1)(d), (3)-(4)) |
Written notice to corporation; general notice rules govern effectiveness unless delayed, including future event(s). Board/appointing officer acceptance allows prefill, but successor waits; no withdrawal rule stated (§§ 35-14-141(3), (9), -843(1)) |
Anytime with/without cause by board; appointing officer unless bylaws/board say otherwise; or another authorized officer. No special vote/notice/hearing; election/appointment creates no contract rights, and removal/resignation preserves stated rights (§§ 35-14-843(2)-(3), -844) |
Accepted delayed resignation permits board/appointing officer to prefill, but successor waits; no separate unexpired-term or acting-officer rule. Act says employee includes officer but not director; employment remedies and public-company duties remain separate (§§ 35-14-140(16), -840, -843(1)) |
| Nebraska verified 2026-08-24 | Nebraska Model Business Corporation Act; ordinary domestic private corporation officers under Neb. Rev. Stat. §§ 21-223, 21-2,105 to 21-2,109, and 21-301 to 21-302, not director procedure, employee remedies, fiduciary outcomes, indemnification, or public-company rules |
No named internal title; bylaws/board define officers and one officer must prepare director/shareholder minutes and maintain/authenticate required records. Board elects “individuals”; same individual may hold multiple offices (§ 21-2,105) |
Initial directors appoint officers at organization. Corporation has bylaw- described or board-appointed officers; board may elect individuals, and an officer may appoint officers if bylaws/board authorize. No shareholder appointment route stated (§§ 21-223, 21-2,105(a)-(b)) |
Functions come from bylaws or, consistently, board or board-authorized directing officer. One officer has minutes and required-record maintenance/ authentication responsibility (§§ 21-2,105(c), -2,106) |
Same individual may simultaneously hold more than one office; cited officer provisions state no general director, shareholder, Nebraska-residency, citizenship, age, or licensing qualification (§ 21-2,105(d)) |
Cited officer provisions state no fixed term, holdover, or failure-to-elect rule. Even-year biennial report is due March 1/delinquent after April 15 and lists directors and principal officers, including president, secretary, and treasurer, with street addresses (§§ 21-301 to -302) |
Deliver notice to corporation; effective on delivery unless later time stated. If board or appointing officer accepts future time, it may prefill vacancy but successor waits; no signed-writing, filing, future-event, or withdrawal rule stated (§ 21-2,108(a)) |
Anytime with/without cause by board; appointing officer unless bylaws/board say otherwise; or other officer authorized by bylaws/board. No special vote, notice, or hearing stated; appointment creates no contract rights, and removal/resignation preserves stated rights (§§ 21-2,108(b)-(c), -2,109) |
Accepted later-time resignation permits board or appointing officer to name successor who waits; no separate general vacancy, unexpired-term, or acting- officer rule. Appointment/functions may be delegated; employment remedies and public-company rules remain outside cited provisions (§§ 21-2,105 to -2,109) |
| Nevada verified 2026-08-24 | Nevada Revised Statutes Chapter 78; ordinary domestic private-corporation officers under NRS 78.012, 78.105, 78.120, 78.130, 78.150, 78.235, and 78.315, not director procedure, employee remedies, fiduciary outcomes, indemnification, or public-company rules |
Must have president, secretary, treasurer, or equivalents; every officer must be a natural person. Chapter 78 states no separate mandatory minutes/authentication office, though an officer certifies bylaws for the principal-office record (§§ 78.105(1)(b), 78.130(1), (3)) |
Officers chosen in manner bylaws prescribe or board determines; no separate statutory organization-stage, shareholder-election, appointing-officer, or assistant-officer route in surveyed provisions (§§ 78.120, 78.130(2)-(3)) |
Officer powers/duties prescribed by bylaws or determined by board; stock certificates use corporation-designated officers/agents and remain issuable after signer leaves. Officer or authorized person certifies annual list; officer certifies bylaw copy (§§ 78.105, 78.130(3), 78.150(1)(e), 78.235) |
Any natural person may hold two or more offices; officer provision states no general director, shareholder, Nevada-residency, citizenship, or adult-age qualification beyond natural-person status (§ 78.130(3)) |
Terms set by bylaws/board; successor-choice holdover until earlier resignation/removal; failure to elect does not require dissolution. Initial and annual public lists name titles/addresses of three required officers and all directors (§§ 78.130(3)-(4), 78.150(1)-(2)) |
Section 78.130 recognizes resignation but states no notice form, recipient, delivery, acceptance, effective-time, delayed-date/event, or withdrawal rule. Annual/amended list or separate resignation filing can update public record (§§ 78.130(4), 78.150(5)-(6)) |
Section 78.130 recognizes removal but states no removing actor, cause, notice/hearing, or contract-right separation. Governing documents and authorized corporate actor control; authorized board action defaults to majority voting power present with quorum (§§ 78.120, 78.130, 78.315(1)) |
Vacancy by death, resignation, removal, or otherwise must be filled as bylaws provide, otherwise by board; no general acting-officer, pending- successor, duty-delegation, employment, or private-company contract rule in cited provisions (§ 78.130(4)) |
| New Hampshire verified 2026-08-24 | New Hampshire Business Corporation Act; ordinary domestic private corporation officers under RSA 293-A:1.40, :2.05, :8.40 to :8.44, :16.01, and :16.21, not director procedure, employee remedies, fiduciary outcomes, indemnification, or public-company rules |
No named title; one officer must prepare minutes and maintain/authenticate required records, and Act defines that officer as secretary. Board elects individuals—natural persons (§§ 293-A:1.40(13), (20), :8.40(b)-(c)) |
Initial directors appoint officers; offices follow bylaws or board appointment/election, and an officer may appoint officers/assistants if bylaws or board authorize. No shareholder-appointment route stated (§§ 293-A:2.05(a)(1), :8.40(a)-(b)) |
Functions come from bylaws or, consistently, board or board-authorized directing officer. Officer must escalate material corporate information and believed actual/probable material law violations or duty breaches; assigned secretary maintains/authenticates records (§§ 293-A:8.40(c), :8.41, :8.42(a)-(b), :16.01) |
Same individual may simultaneously hold multiple offices; board-elected officers are natural persons. Cited officer provisions state no general director, shareholder, New Hampshire-residency, citizenship, age, or licensing qualification (§§ 293-A:1.40(13), :8.40(b), (d)) |
No fixed term, holdover, or failure-to-elect rule in officer subchapter. Internal roster lists all current officers; annual report publicly lists principal officers/business addresses, current January 1 and ordinarily due January 1-April 1 (§§ 293-A:16.01(e)(6), :16.21(a)-(c)) |
Notice delivered by conventional method, including authorized electronic transmission; effective on delivery unless later time stated. Board or appointing officer acceptance allows prefill, but successor waits; no writing or withdrawal rule stated (§§ 293-A:1.40(5), :8.43(a)) |
Anytime with/without cause by board; appointing officer unless bylaws/board say otherwise; or another authorized officer. No special vote/notice/hearing; appointment creates no contract rights, and removal/resignation preserves stated rights (§§ 293-A:8.43(b)-(c), :8.44) |
Accepted later-time resignation permits board/appointing officer to prefill, but successor waits; no separate unexpired-term or acting-officer rule. Act says employee includes officer but not director; employment remedies and public-company duties remain separate (§§ 293-A:1.40(8), :8.40, :8.43(a)) |
| New Jersey verified 2026-08-23 | New Jersey Business Corporation Act; ordinary domestic private business- corporation officers chiefly under N.J.S.A. §§ 14A:6-15 and 14A:6-16, not directors, employee remedies, fiduciary outcomes, indemnification, or public-company rules |
Must have president, secretary, and treasurer; chair, one or more vice presidents, and other bylaw offices are optional. § 14A:6-15 uses “person” for combined offices but states no separate natural-person, residency, or citizenship qualification (§ 14A:6-15(1)-(2)) |
Board elects officers unless bylaws provide otherwise; § 14A:6-16 expressly recognizes shareholder-elected officers. Current officer sections state no delegated officer-appointment route; default board act is majority of votes present with quorum (§§ 14A:6-7.1(3)-(4), 14A:6-15, 14A:6-16) |
Bylaws set management authority and duties; board resolution may do so only consistently with bylaws. No secretary-specific records duty appears in § 14A:6-15; one person cannot execute/acknowledge/verify in two capacities when two or more officers are required (§ 14A:6-15(2), (4)) |
One person may hold two or more offices, but cannot execute, acknowledge, or verify in multiple capacities when law/bylaws require two or more officers. Surveyed officer sections state no general officer-director, shareholder, residency, or citizenship condition (§ 14A:6-15(2)) |
Serves stated term and until successor is elected and qualified, unless earlier resignation/removal. Annual report publicly lists names/addresses of all directors and officers and is filed within ±30 days of Treasurer's designated date, subject to first-report deferral (§§ 14A:4-5, 14A:6-15(3)) |
Written notice to corporation; effective on receipt or later time specified in notice. § 14A:6-16 states no acceptance, future-event, withdrawal, or advance-successor rule (§ 14A:6-16(2)) |
Board removes board-elected officer with/without cause. Shareholder-elected officer is removable with/without cause only by shareholders, though board may suspend for cause; default shareholder act is majority votes cast. Removal preserves contracts; election creates none (§§ 14A:5-11, 14A:6-16) |
Every officer vacancy, however caused, is filled as bylaws provide; absent a bylaw rule, board fills it. No separate acting-officer or duty-delegation rule; office procedure does not decide employment, compensation, contract damages, fiduciary, indemnification, or public-company duties (§ 14A:6-16(3)) |
| New Mexico verified 2026-08-24 | New Mexico Business Corporation Act, NMSA 1978 §§ 53-11-1 to 53-18-12; ordinary domestic private corporation officers under §§ 53-11-23, -40, -43, -48 to -49, 53-12-5, and 53-5-2, not director removal, employee remedies, fiduciary outcomes, indemnification, or public-company rules |
No universal named title; bylaws/consistent board resolution define offices, one officer records member/director proceedings, and enough officers serve instrument/certificate needs. Certificated shares conditionally require one officer from each of two named title groups (§§ 53-11-23(A), -48) |
Initial named board elects officers after certificate issuance. Section 53-11-48 lets bylaws/consistent board resolution define titles and duties but states no separate shareholder, officer-delegated, or later appointment procedure (§§ 53-12-5, 53-11-48) |
Bylaws or consistent board resolution set internal authority/duties; one officer records member/director proceedings. Stock certificate needs chair/vice chair/president/VP plus treasurer/assistant treasurer/secretary/ assistant secretary; facsimile and former-officer signatures work (§§ 53-11-23(A), -48) |
Current §§ 53-11-48 to -49 state no express multiple-office permission or barred combination and no general director, shareholder, New Mexico- residency, citizenship, age, licensing, or natural-person qualification |
Cited officer sections state no term, holdover, or failure-to-elect rule. Initial report within 30 days and later biennial reports list every director/ officer, address, and term-expiration date; chair/president/VP/secretary/ accounting officer/authorized agent may sign under oath (§ 53-5-2(A)) |
Business Corporation Act states no general officer-resignation form, recipient, delivery, acceptance, filing, effective-time, later-date/event, withdrawal, or pending-successor rule; do not import director or registered- agent resignation provisions into officers (§§ 53-11-48 to -49) |
Board may remove officer/agent whenever its judgment says corporate best interests will be served; removal preserves contract rights and appointment alone creates none. Ordinary board act is majority present with quorum unless articles/bylaws require more; unanimous written consent may substitute unless documents say otherwise (§§ 53-11-40, -43, -49) |
Cited officer provisions state no general vacancy, successor, unexpired-term, acting-officer, or temporary delegation route. Board/bylaws define duties; removal does not itself resolve employment/contract claims, and public- company duties remain outside the Act (§§ 53-11-48 to -49) |
| New York verified 2026-08-23 | New York Business Corporation Law; ordinary domestic private business- corporation officers under BCL §§ 408, 614, 707-708, and 715-716, not directors, employee claims, fiduciary outcomes, or public-company rules |
§ 715 makes president, vice-president, secretary, treasurer, and other offices optional board/bylaw choices; no conventional title is expressly mandatory. § 408 nevertheless requires the filed statement to name the CEO; cited officer provisions state no express natural-person restriction |
Board elects or appoints officers; certificate may instead require shareholders to elect all or specified officers. Incorporators organize and elect directors, after which the board default applies; cited sections state no officer-delegated appointment route (§§ 404, 715(a)-(b)) |
Bylaws set authority and management duties; board fills gaps and may require security for faithful performance. § 715 assigns no title-specific minutes, authentication, custody, finance, or signature function (§ 715(f)-(g)) |
Any two or more offices may be held by one person; a sole shareholder may hold all or any combination. Cited officer provisions state no general director, shareholder, New York-residency, or citizenship qualification (§ 715(e)) |
Default term lasts to board meeting after next annual shareholder meeting, or next annual meeting for shareholder-elected officers, then holds over until successor is elected/appointed and qualified. § 408 statement names CEO and address; statutory default filing period is biennial (§§ 408, 715(c)-(d)) |
Current Article 7 officer scheme states no officer-resignation form, recipient, acceptance, delayed-effect, withdrawal, or state-filing rule; check certificate, bylaws, board/shareholder record, and contract |
Board-elected officer: board may remove with or without cause. Shareholder- elected officer: only shareholders may remove with or without cause, though board may suspend for cause. Default board vote is majority present with quorum; default shareholder action is majority of votes cast (§§ 614, 707- 708, 716) |
Current officer scheme states no separate vacancy, acting-officer, or duty- delegation process; successor follows certificate/bylaws and the board-or- shareholder election route. Office removal does not itself decide contract, employment, compensation, fiduciary, indemnification, or public-company duties |
| North Carolina verified 2026-08-23 | North Carolina Business Corporation Act, Chapter 55, Article 8, Part 4; ordinary domestic private business-corporation officers under §§ 55-8-40 through 55-8-44, not directors, employee remedies, fiduciary outcomes, indemnification, or public-company rules |
No mandatory president, secretary, or treasurer title. A secretary, assistant secretary, or one or more other officers designated by the bylaws or board must maintain and authenticate corporate records; § 55-8-40 frames officeholders as individuals (§ 55-8-40(c)-(e)) |
Corporation has bylaws-described officers or officers appointed by the board in accordance with the bylaws. A duly appointed officer may appoint officers or assistants if the bylaws or board authorizes it; default board-meeting act is majority of directors present with quorum (§§ 55-8-40(a)-(b), 55-8-24(c)) |
Bylaws set authority and duties; consistently with them, the board or a board-authorized officer may prescribe them. Designated officer has records- maintenance and authentication authority; one individual cannot act in two capacities where two or more officers must act (§§ 55-8-40(c)-(d), 55-8-41) |
Same individual may hold more than one office, but cannot supply multiple capacities when action of two or more officers is required. Part 4 states no general officer-director, shareholder, residency, or citizenship condition (§ 55-8-40(d)-(e)) |
Part 4 states no fixed officer term, holdover, or failure-to-elect rule. Annual report must give current names, titles, and business addresses of principal officers; amendments may update it at any time (§ 55-16-22(a3)-(e)) |
Officer communicates resignation to the corporation; it is effective when communicated unless a later time is specified in writing. Corporation must accept that future time before the board or appointing officer may prefill the vacancy, with successor delayed until then (§ 55-8-43(a)) |
At any time, with or without cause, by board; by appointing officer unless bylaws/board provide otherwise; or by another officer authorized by bylaws/ board. Appointment creates no contract right, and removal does not itself affect existing contract rights (§§ 55-8-43(b)-(c), 55-8-44) |
For an accepted future-effective resignation, board or appointing officer may choose the successor early but delay taking office. Part 4 gives no separate general acting-officer or vacancy rule; office procedure does not decide employment, compensation, contract, fiduciary, indemnification, or public- company duties (§§ 55-8-40, 55-8-43(a), 55-8-44) |
| North Dakota verified 2026-08-24 | North Dakota Business Corporation Act, N.D.C.C. ch. 10-19.1; ordinary domestic private corporation officers under §§ 10-19.1-30 to -31, -52 to -60, -84, and -146, not director procedure, employment remedies, fiduciary outcomes, indemnification, or public-company rules |
President, secretary, and treasurer functions required, however designated; officers must be individuals age 18+. President defaults CEO and treasurer CFO unless otherwise provided (§ 10-19.1-52(1), (3)) |
Organization elects officers. Board ordinarily elects; articles/bylaws may give voting shareholders election power. Authorized president may appoint officers other than treasurer under articles/bylaws or majority-present board resolution (§§ 10-19.1-30(2), -52(2)) |
Detailed president, vice-president, treasurer, and secretary defaults apply unless articles/bylaws/consistent board resolution vary them; other duties follow those sources. Board-elected officers may delegate to individuals but remain responsible (§§ 10-19.1-53, -59) |
One individual may hold/exercise any number of offices/functions and sign in multiple capacities if each is shown. Officers are individuals 18+; cited provisions state no general director, shareholder, residency, citizenship, or licensing rule (§§ 10-19.1-52(1), -55) |
Bylaws may set tenure; no fixed statutory term or holdover. Function holders are deemed elected if board makes no choice. Annual report publicly lists every officer/director and address, current on execution and due before August 2 (§§ 10-19.1-31(1)(g), -56, -146) |
Written notice to corporation; effective without acceptance when given unless notice states later date. No recipient, delivery-method, future- event, withdrawal, or advance-successor rule stated (§ 10-19.1-58(1)) |
Default board removal anytime with/without cause by majority of directors present; president removes own appointees and may remove board officers other than treasurer when authorized. Governing documents may vary; office action preserves contractual rights (§§ 10-19.1-57 to -58(2)) |
President/treasurer vacancy must be filled; other office vacancy may be, for unexpired term under articles/bylaws, board, or deemed-election route. Board-elected officer may delegate unless prohibited but remains responsible; employment remedies/public-company duties separate (§§ 10-19.1-58(3), -59) |
| Ohio verified 2026-08-23 | Ohio General Corporation Law; ordinary domestic private corporation officers under Ohio Rev. Code §§ 1701.56, 1701.64, and 1701.641, not directors, employee claims, fiduciary outcomes, or public-company rules |
Must have president, secretary, and treasurer; may have one or more vice- presidents and other necessary officers/assistants. § 1701.64 states no separate natural-person rule for those offices |
Directors elect all officers. Section 1701.64 states no shareholder, officer-delegated, or outside-appointing route; articles/regulations may vary annual timing but not the stated director-election actor |
Unless articles/regulations vary it, directors determine each officer's authority and duties. Separate § 1701.641 sets good-faith, best-interest, and prudent-person duties; this page does not predict fiduciary outcomes |
One person may hold two or more offices, but cannot execute, acknowledge, or verify in two capacities when law or governing documents require two officers. Officers need not be directors except an officer-chairperson is a director; cited sections state no shareholder/residency/citizenship rule |
Officers elected annually unless articles/regulations provide otherwise; no holdover/failure-to-elect rule in § 1701.64. Ordinary corporations have no regular SOS report, and SOS says it does not maintain officer lists |
Section 1701.64 states no officer-resignation form, recipient, acceptance, effective-time, delayed-date, withdrawal, or state-filing procedure; check articles, regulations, board records, and contracts |
Directors may remove any officer with or without cause; § 1701.64 states no special removal vote. Removal preserves contract rights, but a stated term or general term provision does not itself create them |
Directors may fill any office vacancy occurring for any reason; § 1701.64 states no acting-officer or successor-term rule. Office action does not decide employment, compensation, contract, fiduciary, indemnification, or public-company duties |
| Oklahoma verified 2026-08-24 | Oklahoma General Corporation Act; ordinary domestic private stock-corporation officers under 18 O.S. §§ 1006, 1012, 1027-1028, and 1039, not director procedure, employee remedies, fiduciary outcomes, indemnification, or public-company rules |
No named title; must have bylaws/board-resolution officers needed to sign instruments and compliant stock certificates, with one officer assigned to record shareholder/director proceedings. Section 1028 states no universal natural-person requirement (§ 1028(A)) |
Initial directors elect officers; later selection manner is prescribed by bylaws or determined by board/other governing body. No separate statutory shareholder-election or officer-delegated appointment route (§ 1012(A) and § 1028(B)) |
Titles/duties come from bylaws or consistent board resolution; one officer records shareholder/director proceedings in a dedicated book. Certificated shares require signatures of any two authorized officers (§ 1028(A) and § 1039) |
Any number of offices may be held by the same person unless certificate or bylaws provide otherwise; officer section states no general director, shareholder, Oklahoma-residency, citizenship, or age qualification (§ 1028(A)) |
Terms prescribed by bylaws or board/other governing body; successor-qualified holdover until earlier resignation/removal; failure to elect does not dissolve or affect corporation. Formation certificate does not require officers, and surveyed provisions state no recurring public officer report (§ 1006(A), § 1028(B), (D)) |
Officer may resign at any time on written notice to corporation; § 1028 states no acceptance, state filing, delivery recipient, delayed-date/event, effective-time, or withdrawal rule (§ 1028(B)) |
Section 1028 recognizes earlier removal but states no removing actor, cause standard, notice/hearing, or contract-right separation. If board acts under governing authority, ordinary vote is majority present with quorum unless certificate/bylaws require more (§ 1027(A)-(B), § 1028(B)) |
Vacancy by death, resignation, removal, or otherwise is filled as bylaws provide; absent a bylaw, board or other governing body fills it. No general acting-officer, pending-successor, duty-delegation, employment, or public- company certification rule in cited officer provisions (§ 1028(E)) |
| Oregon verified 2026-08-24 | Oregon Business Corporation Act; ordinary domestic private corporation officers under ORS §§ 60.034, 60.057, 60.161, 60.265, 60.351, 60.371-.384, 60.771, 60.787, and 60.952, not director procedure, employment remedies, fiduciary outcomes, indemnification, or public-company rules |
Must have president and secretary; secretary prepares director/shareholder minutes and authenticates records. Officer subpart states no separate universal natural-person clause, but refers to same "individual" holding multiple offices (§ 60.371) |
Initial directors appoint officers; board appoints consistently with bylaws; duly appointed officer may appoint officers/assistants if bylaws or board authorize. Qualifying all-shareholder agreement or close-corporation court may establish/appoint officers (§ 60.057, § 60.265, § 60.371, § 60.952) |
Bylaws set authority/duties; consistently, board or board-authorized officer may prescribe duties. Secretary handles minutes/authentication; share certificates require two designated-officer signatures (§ 60.161, § 60.371(3), and § 60.374) |
Same individual may simultaneously hold multiple offices; officer subpart states no general director, shareholder, Oregon-residency, citizenship, or age qualification (§ 60.371(4)) |
No default fixed term, holdover, or failure-to-elect consequence in officer subpart; qualifying shareholder agreement may set terms. Anniversary annual report names/addresses president and secretary using information current within 30 days before anniversary and allows updates (§ 60.265, § 60.787) |
Notice to corporation; written unless oral is reasonable, with electronic delivery allowed. Effective under § 60.034 unless later time stated; corporation acceptance permits advance filling. Delivered notice is irrevocable unless board permits revocation (§ 60.381(1), (3)) |
With or without cause by board, appointing officer unless bylaws/board say otherwise, or another authorized officer; qualifying shareholder agreement or close-corporation court may vary/remove. Appointment creates no contract rights; removal/resignation preserves existing rights (§§ 60.265, 60.351, 60.381, 60.384, 60.952) |
No general officer-vacancy or acting-officer rule; accepted later-effective resignation permits board/appointing officer to choose successor who waits. Shareholder-agreement exception ends on exchange/NASDAQ listing; court remedy is limited to qualifying close-corporation proceeding (§ 60.265, § 60.381, § 60.952) |
| Pennsylvania verified 2026-08-23 | Pennsylvania Business Corporation Law; ordinary domestic private business- corporation officers under 15 Pa.C.S. §§ 1310, 146, 1727, and 1732-1733, not directors, employee claims, fiduciary outcomes, or public-company rules |
Must have president, secretary, treasurer, or persons acting as such under any titles. President and secretary must be natural persons of full age; treasurer may be a corporation or a natural person of full age (§ 1732(a)) |
Bylaws or authority under them fix election/appointment time, manner, and terms. Initial directors or incorporators organize, adopt bylaws, and handle other business; cited sections state no separate officer-delegated appointment route (§§ 1310, 1732(b)) |
Bylaws set management authority and duties; absent controlling bylaws, board action does. Corporation may bond officers, and each officer may demand a free current bylaw copy reasonably related to duties; no title-specific minute, authentication, or signature function (§ 1732(d), (f)-(g)) |
Same person may hold any number of offices; officers need not be directors unless bylaws restrict. Cited provisions state no general shareholder, Pennsylvania-residency, or citizenship rule, subject to the express full-age and treasurer-entity rules (§ 1732(a)) |
Bylaws control; default is one year plus holdover until successor selected and qualified or earlier death, resignation, or removal. Annual report due before July 1 names principal officers, if any, as governors determine, with current-on-delivery information and free same-year change report (§§ 146, 1732(b)) |
Officer may resign at any time by written notice to corporation, effective on receipt or later time stated in notice; no acceptance, withdrawal, or state-filing rule is stated (§ 1732(c)) |
Board may remove any officer or agent with or without cause; default board action is majority of directors present and voting at meeting with quorum. Removal preserves contract rights; election/appointment alone creates none (§§ 1727(a), 1733) |
Board fills any office vacancy for any reason unless bylaws provide otherwise; cited sections state no acting-officer or separate successor- delegation rule. Office action does not decide employment, compensation, contract, fiduciary, indemnification, or public-company duties (§ 1732(e)) |
| Rhode Island verified 2026-08-24 | Rhode Island Business Corporation Act, Chapter 7-1.2; ordinary domestic for-profit corporation officers under R.I. Gen. Laws §§ 7-1.2-105, -106, -201, -812, -813, and -1501, not director procedure, employment remedies, fiduciary outcomes, indemnification, or public-company rules |
President, secretary, and treasurer required; bylaws/board may authorize more. No express natural-person-only rule: “person” includes an individual or entity, while “individual” means natural person (§§ 7-1.2-106(9), (11), -812(a)) |
Initial directors appoint officers at organization. Required officers are elected by board or shareholders at bylaw-prescribed time/manner; other officers, assistants, and agents may use board, shareholder, or another bylaw-prescribed route (§§ 7-1.2-201(b), -812(a)) |
Internal authority/duties come from bylaws or board resolution subject to bylaw limits. An authorized officer may sign Chapter 7-1.2 filings, with director/shareholder fallbacks when none exists; no officer-specific minutes or authentication function stated (§§ 7-1.2-105(a), -812(b)) |
Same person may hold two or more offices. Cited officer provisions state no general director, shareholder, Rhode Island-residency, citizenship, age, or licensing qualification (§§ 7-1.2-106(11), -812(a)) |
No fixed term or holdover rule stated; failure to elect does not dissolve or otherwise affect corporation. Annual report publicly lists every director and officer with address, current on execution and due February 1-May 1 (§§ 7-1.2-812(a), -1501(a)-(c)) |
Officer may resign anytime by delivering notice to corporation. Section states no writing, signature, recipient, acceptance, effective-time, future-event, withdrawal, or advance-successor rule (§ 7-1.2-813) |
Anytime with/without cause by board or another manner permitted by articles or bylaws; no special vote, notice, or hearing stated. Election, appointment, or removal does not itself create contract rights (§ 7-1.2-813) |
No separate vacancy, unexpired-term, acting-officer, or temporary-delegation rule; successor selection follows § 7-1.2-812 appointment structure. Employee includes officer but not director; employment remedies and public-company duties remain separate (§§ 7-1.2-106(6), -812) |
| South Carolina verified 2026-08-24 | South Carolina Business Corporation Act, Title 33 chapters 1-20; ordinary domestic private for-profit corporation officers under §§ 33-1-400/-410, 33-2-105, 33-8-240 and 33-8-400 to -440, with Title 12 annual-report disclosure, not directors, employee claims, fiduciary outcomes, indemnification, or public-company rules |
Officers are those described in bylaws or board-appointed under bylaws; no president, secretary, treasurer, CEO, or CFO title mandate. One officer must receive minutes/authentication responsibility; surveyed officer sections state no general age rule (§§ 33-1-400(24), 33-8-400(a), (c)) |
Initial directors appoint officers at organization; board appoints under bylaws, and duly appointed officer may appoint officers/assistants when bylaws or board authorize. Statute recognizes shareholder election under articles, bylaws, or shareholder agreement (§§ 33-2-105, 33-8-400, 33-8-430(b)) |
Bylaws set authority/duties; consistent board prescriptions or directions from board-authorized officer may supplement. One officer prepares meeting minutes and authenticates records and is functionally the secretary (§§ 33-1-400(24), 33-8-400(c), 33-8-410) |
Same individual may hold multiple offices simultaneously; no barred combination stated. Surveyed officer provisions state no general director, shareholder, South Carolina-residency, citizenship, or age qualification (§ 33-8-400(d)) |
No fixed statutory term, holdover, or failure-to-appoint consequence in §§ 33-8-400 to -440. Annual report publicly lists principal officers' names and business addresses; filing records roster rather than creating office (§ 12-20-30(A)(4)) |
Notice to corporation; written unless oral is reasonable, and delivery includes mail. Effective on delivery unless later date; advance successor selection requires corporation to accept future date. No state filing or express withdrawal rule (§§ 33-1-400(6), 33-1-410, 33-8-430(a)) |
Board may remove any officer with/without cause except shareholder-elected officer; only entitled shareholders remove that officer. Default board act is majority present with quorum. Removal preserves contract rights and appointment creates none (§§ 33-8-240(c), 33-8-430(b), 33-8-440) |
If corporation accepts later resignation date, board may prefill pending vacancy with delayed successor start. Otherwise cited officer provisions state no general vacancy, unexpired-term, acting-officer, or duty-delegation rule beyond authorized duty direction; office procedure does not decide employment or public-company duties (§§ 33-8-410, 33-8-430(a)) |
| South Dakota verified 2026-08-24 | South Dakota Business Corporation Act, Chapter 47-1A; ordinary domestic private corporation officers under SDCL §§ 47-1A-120, -140, -205, -840 to -844, -1601.1, and 59-11-24, not director procedure, employment remedies, fiduciary outcomes, indemnification, or public-company rules |
No named title; one officer must prepare minutes and maintain/authenticate required records. Board elects individuals—natural persons; “secretary” means the officer assigned custody/authentication responsibility (§§ 47-1A-140(19), (34), -840) |
Initial directors appoint officers; offices follow bylaws or board appointment, and an officer may appoint officers if bylaws or board authorize. No standalone shareholder-appointment route stated (§§ 47-1A-205(1), -840) |
Authority/duties come from bylaws or, consistently, board or a board- authorized directing officer. Assigned officer prepares minutes and maintains/authenticates records; chair, president, or another officer may execute state filings (§§ 47-1A-120(5), -840 to -841) |
Same individual may simultaneously hold multiple offices; board-elected officers are natural persons. Cited officer provisions state no general director, shareholder, South Dakota-residency, citizenship, age, or licensing qualification (§§ 47-1A-140(19), -840) |
No fixed term, holdover, or failure-to-elect rule in officer sections. Internal principal-office roster lists current officers/addresses; public annual report lists governors, not a general officer roster (§§ 47-1A-1601.1(6), 59-11-24(5)) |
Notice to corporation by conventional delivery, including electronic; effective on delivery unless later time. Board/appointing officer acceptance allows prefill but successor waits; no writing, future-event, or withdrawal rule stated (§§ 47-1A-140(5), -843) |
Anytime with/without cause by board; appointing officer unless bylaws/board say otherwise; or another authorized officer. No special vote/notice/hearing; appointment creates no contract rights, and removal/resignation preserves stated rights (§§ 47-1A-843 to -844) |
Accepted later-time resignation permits board/appointing officer to prefill, but successor waits; no separate general vacancy, unexpired-term, or acting- officer rule. Employee includes officer but not director; employment remedies and public-company duties remain separate (§§ 47-1A-140(11), -843) |
| Tennessee verified 2026-08-24 | Tennessee Business Corporation Act; ordinary domestic private business- corporation officers chiefly under Tenn. Code §§ 48-18-401 to -405 and annual reporting under § 48-26-203, not directors, employee remedies, fiduciary outcomes, life-insurance releases, indemnification, or public- company rules |
No mandatory president, secretary, or treasurer title. Bylaws/board define the roster, but one officer must receive minutes and record-authentication responsibility; same-individual rule is express, with no separate general natural-person mandate (§ 48-18-401(a), (c)-(d)) |
Officers are bylaws-described or board-designated; default board election/ appointment applies unless charter/bylaws provide otherwise. Duly appointed officer may appoint officers/assistants if authorized; default board act is majority present with quorum (§§ 48-18-205(c), 48-18-401(a)-(b)) |
Bylaws set authority/duties; consistently with them, board or board- authorized officer may prescribe duties. One officer must prepare board and shareholder minutes and authenticate records; no particular title is mandated (§§ 48-18-401(c), 48-18-402) |
Same individual may simultaneously hold more than one office. Current officer article states no general officer-director, shareholder, Tennessee- residency, citizenship, or barred-combination qualification (§ 48-18-401(d)) |
No fixed term, holdover, or failure-to-elect rule in current officer article. Annual report lists names/business addresses of directors and principal officers, current when executed; due by first day of fourth month after fiscal-year close or rule-set date (§ 48-26-203(a)(4), (b)-(c)) |
Notice delivered to corporation; effective on delivery unless it specifies a later date. If corporation accepts future date, board may prefill vacancy but successor waits until that date; no future-event route stated (§ 48-18-404(a)) |
Board may remove any officer at any time with/without cause; appointing officer may likewise remove its officer or assistant. Default board act is majority present with quorum. Appointment creates no contracts; removal and resignation preserve separate contracts (§§ 48-18-205(c), 48-18-404(b), 48-18-405) |
Accepted delayed resignation may be filled early by board, with successor delayed until effective date; officer article has no other general vacancy or acting-officer rule. Authorized officer may prescribe duties consistently with bylaws; office procedure does not decide employment, fiduciary, indemnification, life-insurance, or public-company duties (§§ 48-18-402, 48-18-404(a)) |
| Texas verified 2026-08-23 | Texas Business Organizations Code Chapters 1, 3, and 21; ordinary domestic private for-profit corporation officers, not directors, employee claims, fiduciary outcomes, or public-company rules (§§ 1.002, 3.103-.104, 21.417) |
Board must elect a president and secretary; other officers, assistants, and agents are optional. Code definitions recognize a designated individual or an officer or committee authorized to perform the president's or secretary's functions, so title and function must be checked together (§§ 1.002(70), (79), 21.417) |
Board elects president and secretary as bylaws prescribe; other officers may be chosen under governing documents or by the governing authority. The organization meeting elects officers, and a qualifying unanimous-shareholder agreement may establish officers and selection/removal methods. A board committee cannot elect or remove corporate officers (§§ 3.103(a), 21.059, 21.101, 21.416(c)(10), 21.417) |
Governing documents or the electing/appointing governing authority supply duties and authority. The corporation must keep account books and owner, board, and committee minutes, but the cited provisions do not assign those records automatically to the secretary or give a title blanket transaction authority (§§ 3.103(b), 3.151) |
A person may hold two or more offices unless the Code or governing documents prohibit it. The cited ordinary officer provisions state no general director, shareholder, Texas-residency, or citizenship qualification (§ 3.103(c)) |
No general fixed term, holdover, or failure-to-elect consequence appears in the cited officer provisions; a qualifying shareholder agreement may set the term. Taxable corporations annually file a Comptroller Public Information Report listing officer/director names and addresses current when filed (§ 21.101(a)(4); Texas SOS Formation FAQs) |
The cited current ordinary-corporation officer provisions contain no express officer-resignation form, recipient, acceptance, delayed-effect, withdrawal, or state-filing rule. Governing documents and contract terms therefore need separate review; the Code's vice-president definition recognizes presidential functions following the president's resignation (§ 1.002(88)) |
Unless governing documents provide otherwise, the governing authority may remove an officer for or without cause; removal does not prejudice contract rights and appointment alone creates none. For a board act, the default is a majority of directors present with quorum or qualifying unanimous written consent; a board committee cannot remove officers (§§ 3.104, 21.415, 21.416(c)(10)) |
No separate general officer-vacancy or successor-term rule appears in the cited provisions; replacement follows the governing documents or general appointment power. A vice president may perform presidential functions on death, absence, resignation, or inability, and president/secretary functions may be assigned to a committee. Corporate office remains separate from employment and contract claims (§§ 1.002(70), (79), (88), 3.103-.104) |
| Utah verified 2026-10-01 | Utah Revised Business Corporation Act, §§ 16-10a-830 to -833; annual report under § 16-1a-212, effective Oct. 1, 2026 |
No named title; bylaws or board designate offices, every officer must be a natural person, and one officer must prepare/maintain minutes and other required records and authenticate corporate records (§ 16-10a-830(1), (3)) |
Initial directors appoint officers; later appointment is by board or another manner board/bylaws provide, and duly appointed officer may appoint officers or assistants if authorized. Qualifying unanimous shareholder agreement may set officers, terms, selection, or removal (§§ 16-10a-205, -732, -830(2)) |
Duties come from bylaws, board, or board-authorized directing officer; assigned officer handles minutes/records/authentication. Two designated officers sign share certificates, which remain effective if signer leaves before issue (§§ 16-10a-625(4)-(6), -830(3), -831, -1601) |
Same natural person may hold multiple offices; surveyed provisions state no general director, shareholder, Utah-residency, citizenship, or adult-age qualification beyond natural-person status (§§ 16-10a-102(22), -830(1), (4)) |
No default officer term or holdover in § 16-10a-830 to -833; shareholder agreement may set terms; annual report gives each director and principal officer name/address (§§ 16-10a-732, 16-1a-212) |
Written notice to corporation; effective on actual receipt unless later date stated. Board may let officer remain, choose waiting successor, or remove early and fill resulting vacancy; no acceptance or withdrawal rule stated (§§ 16-10a-102(28), -832(1)-(3)) |
Board may remove anytime with or without cause unless bylaws provide otherwise; bylaws/board may authorize removal by officers or shareholders, and qualifying shareholder agreement may vary. Appointment creates no contract rights; removal/resignation preserves stated rights (§§ 16-10a-732, -824(3), -832(4), -833) |
Board may fill pending later-date or early-removal vacancy; broader successor route follows board/bylaw/delegated appointment. Former, removed, expired, or falsely named officer may file corrective statement; officer is also an employee, while shareholder-agreement exception ends on public trading (§§ 16-10a-102(18), -732(4), -830(2), -832(3), (5), -1608) |
| Vermont verified 2026-08-24 | Vermont Business Corporation Act, 11A V.S.A.; ordinary domestic private for-profit corporation officers chiefly under §§ 1.40-1.41, 2.05, 8.40-8.44, 16.01, and 16.22, not director procedure, employee remedies, fiduciary outcomes, indemnification, or public-company rules |
No named title; one officer must prepare minutes and authenticate/maintain required records, and Act defines that officer as secretary. Board elects “individuals”; definition includes an incompetent/deceased individual's estate rather than stating a natural-person-only rule (§§ 1.40(12), (18), 8.40(b)-(c)) |
Initial directors appoint officers; offices follow bylaws or board appointment consistently with bylaws, and an officer may appoint officers or assistants if bylaws or board authorize. No shareholder-appointment route stated (§§ 2.05(a)(1), 8.40(a)-(b)) |
Authority/duties come from bylaws or, consistently, board or board-authorized directing officer. Assigned officer prepares minutes and authenticates and maintains required records; any officer may execute a state-filed document (§§ 1.20(f), 8.40(c), 8.41, 16.01(a), (e)) |
Same individual may simultaneously hold multiple offices. Officer provisions state no general director, shareholder, Vermont-residency, citizenship, age, licensing, or barred-combination qualification (§ 8.40(b), (d)) |
No fixed term, holdover, or failure-to-elect rule in officer subchapter. Internal roster lists all current officers; annual report lists president, secretary, treasurer, and other policy-making officers, current when executed and due within 2.5 months after fiscal-year end (§§ 16.01(e)(6), 16.22(a)-(c)) |
Notice goes to president or minutes-recording officer; writing is default, with reasonable oral notice if bylaws authorize. Effective on delivery unless later date stated; corporate acceptance permits board prefill, but successor waits. No future-event or withdrawal rule stated (§§ 1.40(5), 1.41, 8.43(a)) |
Board may remove any officer anytime with/without cause; default meeting act is majority of directors present with quorum unless governing documents require more. Appointment creates no contract rights, and removal/resignation preserves stated rights (§§ 8.24(a)-(b), 8.43(b), 8.44) |
Accepted later-date resignation permits board to prefill, but successor waits; no separate general vacancy, unexpired-term, or acting-officer rule. Officer may appoint or direct others only when authorized; office procedure does not resolve employment or public-company duties (§§ 8.40(b), 8.41, 8.43(a)) |
| Virginia verified 2026-08-24 | Virginia Stock Corporation Act; ordinary domestic private stock-corporation officers chiefly under Va. Code §§ 13.1-693 through 13.1-695, not directors, employee remedies, fiduciary outcomes, indemnification, or public-company rules |
No mandatory president or treasurer title; bylaws or conforming board resolution supplies officers/titles needed for compliant document execution. Secretary has mandatory minutes and records/authentication functions; § 13.1-693 frames officeholders as individuals (§ 13.1-693(A), (C)-(D)) |
Board elects officers; an officer may appoint officers or assistants if authorized by bylaws or board. Default board-meeting act is affirmative majority of directors present with quorum; cited provisions state no general shareholder officer-election route (§§ 13.1-688(C), 13.1-693(B)) |
Bylaws set authority/duties; consistently with them, board or board-authorized officer may prescribe duties. Secretary prepares board/shareholder minutes and maintains/authenticates required records; chair, vice-chair, president, or another officer may sign Commission filings (§§ 13.1-604(F), 13.1-693(C), 13.1-694(A)) |
Same individual may hold more than one office. Surveyed provisions state no general officer-director, shareholder, residency, or citizenship condition; filed document signer states name and capacity (§§ 13.1-604(H), 13.1-693(D)) |
No fixed term, holdover, or failure-to-elect rule in §§ 13.1-693 through 13.1-695. Annual report lists principal officers and addresses; due no earlier than 3 months before and by the last day of the 12th month after incorporation month, annually thereafter (§ 13.1-775) |
Written notice delivered to board, chair, appointing officer, or secretary; ordinary effect follows § 13.1-610's receipt rule unless delayed. If board or appointing officer accepts delay, it may prefill vacancy but successor waits until vacancy occurs (§§ 13.1-610(A)(9), 13.1-695(A)) |
At any time, with/without cause, by board; appointing officer unless bylaws/ board provide otherwise; or another authorized officer. Removal preserves officer's contracts; resignation preserves corporation's contracts; appointment alone creates none (§§ 13.1-693(E), 13.1-695(B), (E)) |
Accepted delayed resignation may be filled early by board/appointing officer, with successor delayed until vacancy; no separate general acting-officer rule. Departed officer may file Commission statement, and corporation may amend report with successor. Office procedure does not decide employment, compensation, fiduciary, indemnification, or public-company duties (§ 13.1-695(A), (C)-(D)) |
| Washington verified 2026-08-24 | Washington Business Corporation Act; ordinary domestic private business- corporation officers chiefly under RCW 23B.08.400-.440, not directors, employee remedies, fiduciary outcomes, indemnification, or public-company rules |
No mandatory president, secretary, or treasurer title. Bylaws/board must delegate to one officer responsibility for board/shareholder minutes and record authentication; § 23B.08.400 frames officeholders as individuals and states no other natural-person qualification (§ 23B.08.400(1), (3)-(4)) |
Corporation has bylaws-described officers or board appointments under bylaws. Duly appointed officer may appoint officers or assistants if bylaws/ board authorizes; default board-meeting act is majority present with quorum; cited provisions state no shareholder appointment route (§§ 23B.08.240(3), 23B.08.400(1)-(2)) |
Bylaws set authority/duties; consistently with them, board or board-authorized officer may prescribe duties. One officer must prepare board/shareholder minutes and authenticate records; no particular title is mandated (§§ 23B.08.400(3), 23B.08.410) |
Same individual may simultaneously hold more than one office. Surveyed provisions state no general officer-director, shareholder, residency, citizenship, or barred-combination condition (§ 23B.08.400(4)) |
No fixed term, holdover, or failure-to-elect rule in §§ 23B.08.400-.440. Initial/annual report lists governors, agent, principal office, business and UBI—not officers; information current when executed, annual date set by SOS, with optional additional reports (§ 23.95.255(2)-(4)) |
Written notice to board, chair, appointing officer, or secretary; ordinary effect follows § 23B.01.410(9). May state later date or future event; if board or appointing officer accepts delay, it may prefill vacancy but successor waits until occurrence (§§ 23B.01.410(9), 23B.08.430(1)) |
Board removes any officer with/without cause; appointing officer removes with/ without cause unless bylaws/board provide otherwise; another officer may remove if authorized. Appointment creates no contract rights; removal and resignation preserve separate contracts (§§ 23B.08.430(2)-(3), 23B.08.440) |
Accepted delayed resignation may be filled early by board/appointing officer, with successor delayed until vacancy; no separate general acting-officer or vacancy rule. Office procedure does not decide employment, compensation, contract damages, fiduciary, indemnification, securities, or public-company duties (§§ 23B.08.400-.440) |
| West Virginia verified 2026-08-24 | West Virginia Business Corporation Act; ordinary domestic private corporation officers under W. Va. Code §§ 31D-2-204, 31D-8-840, -841, -843, -844, 31D-16-1601, and 59-1-2a, not director procedure, employee remedies, fiduciary outcomes, indemnification, or public-company rules |
No named title; bylaws describe or board appoints offices, and one officer must prepare director/shareholder minutes and authenticate records. The complete officer part states no natural-person-only rule (§ 31D-8-840(a), (c)) |
Initial directors appoint officers; offices follow bylaws or board appointment, and a duly appointed officer may appoint officers/assistants if bylaws or board authorize. No shareholder-appointment route stated (§§ 31D-2-204(a)(1), 31D-8-840(a)-(b)) |
Authority/duties come from bylaws or, consistently, board or a board- authorized directing officer. One officer prepares minutes/authenticates records; principal-office records list current officers and business addresses (§§ 31D-8-840(c), -841; 31D-16-1601(a), (e)(6)) |
Same individual may simultaneously hold multiple offices. The complete officer part states no general director, shareholder, West Virginia- residency, citizenship, age, or licensing qualification (§ 31D-8-840(d)) |
No fixed term, holdover, or failure-to-elect rule in the officer part. Internal records list current officers; public annual/biennial report lists officer/director names and mailing addresses, with a five-timely-year/good- standing gate for biennial election and June 30 deadline (§§ 31D-16-1601(e)(6), 59-1-2a(d)(2)-(3), (e)) |
Notice delivered to corporation; effective on delivery unless board agrees to later date. If corporation accepts future date, board may prefill vacancy but successor waits. No writing or withdrawal rule stated (§ 31D-8-843(a)) |
Board may remove any officer anytime with/without cause; no special vote, notice, or hearing stated. Appointment alone creates no contract rights; removal/resignation preserves stated contract rights (§§ 31D-8-843(b), -844) |
Board or an authorized appointing officer may select officers; board may prefill an accepted later-date resignation, but successor waits. No separate unexpired-term or acting-officer rule; employment remedies and public-company duties remain outside cited provisions (§§ 31D-8-840, -843(a)) |
| Wisconsin verified 2026-08-24 | Wisconsin Business Corporation Law, Chapter 180; ordinary domestic private corporation officers under §§ 180.0141, .0205, .0824, .0840-.0844, .0860, and .1622, not directors, employment claims, fiduciary outcomes, indemnification, service corporations, statutory close corporations, or public-company rules |
No named president, secretary, treasurer, CEO, or CFO mandate; corporation has officers described in bylaws or appointed by consistent board resolution. Same natural person may hold multiple offices (§ 180.0840(1), (3)) |
Bylaws describe officers; board may appoint by consistent resolution; a duly appointed officer may appoint officers/assistants if bylaws or board authorize. Initial named directors appoint during organization (§§ 180.0205(1), 180.0840(1)-(2)) |
Bylaws set authority/duties; consistent board prescriptions or direction by a board/bylaw-authorized officer may supplement them. Cited ordinary officer sections assign no named-title minute, authentication, or two-officer signature function (§ 180.0841) |
Same natural person may hold more than one office; §§ 180.0840-.0844 state no general director, shareholder, residency, or citizenship qualification for ordinary officers (§ 180.0840(3)) |
No statutory fixed term, holdover, or failure-to-appoint result. Annual report lists each principal officer and business street address; optional current statement may report principal-officer changes (§§ 180.0860, 180.1622(1)(d), (2)-(3)) |
Notice to corporation; written/electronic by default, oral only if articles/bylaws permit and chapter does not bar. Effective on delivery unless notice gives later date accepted by corporation; no later-event or withdrawal rule stated (§§ 180.0141(3)-(7), 180.0843(1)) |
Board may remove any officer anytime with/without cause; unless board/bylaws restrict, appointing officer may remove its appointee/assistant likewise. Appointment creates no contract rights; separate remedies survive. Default board act is majority present with quorum (§§ 180.0824, 180.0843(2), .0844) |
Accepted later-date resignation may be filled early, with successor delayed until effective date; no other general officer-vacancy or acting-officer rule. Authorized officer may appoint and direct subordinates; office procedure does not decide employment, compensation, fiduciary, indemnification, or public-company duties (§§ 180.0840-.0844) |
| Wyoming verified 2026-08-24 | Wyoming Business Corporation Act, W.S. 17-16-101 to -1810; ordinary domestic private corporation officers chiefly under §§ 17-16-140 to -141, -205 to -206, -824, -840 to -844, -1601, -1630, and 17-28-107 to -108, not director procedure, employee remedies, indemnification, or public-company rules |
Bylaw/board-defined offices, but absent adopted bylaws president, secretary, and treasurer are required. One officer must prepare minutes and maintain/ authenticate records. Board elects individuals—natural persons (§§ 17-16-140(a)(xviii), -206(c)(ii), -840(a)-(c)) |
Initial directors appoint officers; offices follow bylaws or board appointment consistently with bylaws, and an officer may appoint officers if bylaws or board authorize. Shareholders may adopt missing bylaws but receive no stated officer-appointment route (§§ 17-16-205(a)(i), -206(c)(iii), -840(a)-(b)) |
Functions follow bylaws or, consistently, board or board-authorized directing officer. Officer must act under statutory conduct standards and escalate material corporate information and believed actual/probable material law violations or duty breaches; assigned officer maintains/authenticates records (§§ 17-16-840(c), -841, -842(a)-(c), -1601) |
Same natural person may simultaneously hold multiple offices. Cited officer provisions state no general director, shareholder, Wyoming-residency, citizenship, age, licensing, or barred-combination qualification (§§ 17-16-140(a)(xviii), -840(b), (d)) |
No fixed term or holdover in officer subarticle; no-bylaw fallback requires president/secretary/treasurer. Internal roster lists all officers; annual report lists all officer names/addresses, current when executed and due first day of registration month. Agent's roster has a separate update schedule (§§ 17-16-206(c), -1601(e)(vi), -1630(a), (c), 17-28-107(a)(v)(A)) |
Notice to corporation; writing is default but reasonable oral notice works, and electronic transmission is written. Effective on delivery unless later time stated; board/appointing-officer acceptance allows prefill, but successor waits. No future-event or withdrawal rule stated (§§ 17-16-140(a)(v), -141(a), (f), -843(a)) |
Anytime with/without cause by board; appointing officer unless bylaws/board say otherwise; or another authorized officer. Default board meeting act is majority present with quorum unless governing documents require more; appointment creates no contract rights, and removal/resignation preserves stated rights (§§ 17-16-824(a)-(c), -843(b)-(c), -844) |
Accepted later-time resignation permits board/appointing officer to prefill, but successor waits; no separate unexpired-term or acting-officer rule. Appointment/function delegation requires authorization, and reliance on delegated work is conditional; office procedure does not resolve employment or public-company duties (§§ 17-16-840(b), -841, -842(c), -843(a)) |
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