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

At a glance

Requirements one by one

Georgia requires functions, not a fixed title list

O.C.G.A. § 14-2-840 lets the bylaws describe offices and lets the board appoint officers consistently with the bylaws. The board may elect individuals to one or more offices, and a duly appointed officer may appoint other officers if the bylaws or board authorize that route.

The mandatory piece is functional: the bylaws or board must assign one officer responsibility for preparing shareholder and director meeting minutes and for maintaining and authenticating the records the statute requires the corporation to keep.

Authority follows the bylaws, board, or an authorized superior

O.C.G.A. § 14-2-841 gives each officer the authority and functions stated in the bylaws, consistent board action, or a board-authorized officer's direction. By default, the chief executive officer—or president if no CEO is designated—may conduct ordinary business and sign contracts, conveyances, and similar documents that do not require board or shareholder approval. The articles, bylaws, or board may change that default.

One individual may hold several offices

Section 14-2-840(d) permits the same individual to hold more than one office at the same time. The cited officer sections state no general requirement that an officer also be a director or shareholder and no Georgia-residency, citizenship, or age qualification.

Resignation may be later-effective and optionally filed

Under § 14-2-843(a), an officer resigns by delivering notice to the corporation. The resignation is effective on delivery unless the notice states a later effective time. A copy may be filed with the Secretary of State, but filing is optional. The section states no acceptance or withdrawal rule.

Board and authorized officers may remove with or without cause

Section 14-2-843(b) permits removal at any time, with or without cause, by the board; by the officer who made the appointment unless the bylaws or board say otherwise; or by another officer whom the bylaws or board authorize.

O.C.G.A. § 14-2-844 separates office from contract. Appointment alone creates no contract rights; removal does not affect the officer's existing contract rights, and resignation does not affect the corporation's existing contract rights.

Annual registration lists three principal functions

O.C.G.A. § 14-2-1622(a)-(d) requires names and addresses for the chief executive officer, chief financial officer, and secretary, or people holding similar positions, current as of execution. The initial registration is generally due within 90 days, with a post-October 1 exception; subsequent registrations ordinarily fall between January 1 and April 1.

The business-corporation officer part has no vacancy rule

Sections 14-2-840 through 14-2-844 prescribe appointment, functions, resignation, removal, and contract consequences but no general vacancy, acting-officer, or successor-term procedure. A replacement therefore follows the bylaws and the board or delegated appointment authority under § 14-2-840.

What trips people up

• No fixed title list does not mean no mandatory function. One officer must own the minutes, maintenance, and authentication work assigned by § 14-2-840.
• Appointment and removal may be delegated. A board-authorized officer can appoint other officers, and the appointing officer may remove them unless the bylaws or board provide otherwise.
• State filing of a resignation is optional. Delivery to the corporation is the operative statutory step; the SOS copy is a separate choice.
• Office and contract rights remain separate. Removal and resignation do not automatically extinguish the other side's existing contract rights.

Common questions

Must a Georgia corporation have a president and secretary?

The statute does not mandate those titles. It requires the offices described in the bylaws or appointed by the board and one officer responsible for the specified minutes and records functions.

Can one person hold all corporate offices?

Yes. Section 14-2-840(d) permits one individual to hold more than one office simultaneously.

Can an officer remove another officer?

Yes in the statutory circumstances: the appointing officer may remove the appointee unless the bylaws or board say otherwise, and another officer may do so when the bylaws or board authorize it.

Statutes and sources

• O.C.G.A. §§ 14-2-840 through 14-2-844 — offices, delegated appointment, minutes and record functions, authority, multiple offices, resignation, removal, and contract rights. Official public-domain Title 14 (accessed 2026-08-23).
• O.C.G.A. § 14-2-1622 — annual-registration officer disclosure and filing windows. Official public-domain § 14-2-1622 (accessed 2026-08-23).