Corporate Officer Appointment, Duties, Removal, and Vacancy Requirements in California

At a glance

Requirements one by one

California requires offices and functions, not just a generic officer list

Cal. Corp. Code § 312(a) requires a chairperson or president or both, a secretary, and a chief financial officer. The corporation also has whatever other officers the bylaws or board state and whatever offices are needed to sign instruments and share certificates.

The title choice affects default authority. The president is the general manager and chief executive officer; if the corporation has no president, the chairperson fills that default role. Articles or bylaws may provide otherwise.

Appointment normally belongs to the board

Under § 312(b), the board chooses officers unless the articles or bylaws supply a different rule. The default board act uses § 307: a majority of the directors present acts at a duly held meeting with a quorum, or all serving directors use the qualifying written-consent route.

There is an organization-stage exception. If the articles did not name initial directors, § 210 lets the incorporators elect directors and officers while perfecting the corporation's organization.

Duties and signing authority are separate questions

Section 312 sends officer titles and duties to the bylaws or board, subject to the president-or-chair default described above. The corporation itself must keep shareholder, board, and committee minutes under § 1500, but the cited officer section does not automatically assign that records duty to the secretary.

Section 313 supplies a separate transaction rule. When an instrument is signed by a chairperson, president, or vice president together with a secretary, assistant secretary, CFO, or assistant treasurer, lack of officer authority does not invalidate it against the corporation unless the other person actually knew the officers lacked authority.

One person may stack the required offices

Section 312 permits any number of offices to be held by the same person unless the articles or bylaws provide otherwise. The statute does not impose a general shareholder, California-residency, or citizenship qualification for these offices.

Removal ends office but does not erase contract rights

Unless the articles or bylaws change the rule, officers serve at the pleasure of the board under § 312(b). The section states no cause condition for that default removal power. It expressly makes the rule subject to any rights the officer has under an employment contract.

California's cited officer provisions do not establish a separate vacancy, acting-officer, or delegated-duty procedure. The articles or bylaws may supply one; otherwise the board's default officer-selection authority controls the replacement.

Resignation requires written notice

An officer may resign at any time by written notice to the corporation under § 312(b). The section does not require state filing or acceptance and does not provide a separate delayed-date or withdrawal mechanism. The resignation is without prejudice to the corporation's own rights under a contract with the officer.

What trips people up

• Chairperson and president are alternatives, but the CEO default follows the choice. If there is no president, the chairperson becomes general manager and CEO unless the articles or bylaws say otherwise.
• One person can hold every required office. A separation requirement must come from the articles or bylaws, not from § 312's default.
• The signature safe harbor is not blanket authority. Section 313 protects the listed two-officer signature combinations absent actual knowledge; it does not prove that every officer may approve the underlying transaction.
• Corporate office and employment remain separate. Board removal can end the title while leaving contract, compensation, or employee-law issues for a different analysis.

Common questions

Must a California corporation have both a chairperson and a president?

No. Section 312 requires a chairperson or a president or both. It separately requires a secretary and chief financial officer.

Must different people serve as president, secretary, and CFO?

No. One person may hold any number of offices unless the articles or bylaws provide otherwise.

Does changing an officer require an immediate Secretary of State filing?

The internal appointment or removal is governed by § 312 and the governing documents. Section 1502 requires the CEO, secretary, and CFO on the annual public Statement of Information and permits a current statement after a change; the current domestic-stock filing is online and costs $25.

What happens if an officer resigns before a replacement is chosen?

The cited officer provisions do not create a special acting-officer or vacancy rule. Check the articles, bylaws, and board records; the board has the default power to choose officers unless those documents provide otherwise.

Statutes and sources

• Cal. Corp. Code §§ 210, 307, and 312 — organization-stage election, default board action, required offices, appointment, multiple offices, at-pleasure service, contracts, and resignation. Official Legislative Counsel code (accessed 2026-08-23).
• Cal. Corp. Code §§ 313 and 1500 — two-officer signature safe harbor and corporate minutes and records. Official Legislative Counsel code (accessed 2026-08-23).
• Cal. Corp. Code § 1502 — CEO, secretary, and CFO public disclosure and current-statement route. Official Legislative Counsel code (accessed 2026-08-23).
• California Secretary of State, Corporations — California (Domestic) — domestic-stock Statement of Information timing, online method, and $25 fee. Official filing page (accessed 2026-08-23).