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

At a glance

Requirements one by one

Louisiana requires a secretary but lets the governance documents shape the roster

La. R.S. 12:1-840(A) says that a corporation “shall have a secretary.” It does not generally require a president, treasurer, CEO, or CFO. Other offices come from the bylaws or board appointment, and the board's election route uses “individuals,” which § 12:1-140(13) defines as natural persons.

Initial directors appoint officers while organizing the corporation under § 12:1-205(A). After that, the board may elect officers, and an officer may appoint additional officers when authorized by the bylaws or board. A unanimous governance agreement signed by all current shareholders may go further: § 12:1-732(B)(3) permits it to establish who the officers are, their terms, and their method of selection or removal.

The secretary has statutory records duties and a certificate-signing role

Section 12:1-840(C) assigns the secretary responsibility for preparing director and shareholder meeting minutes and maintaining and authenticating the records required by § 12:1-1601(A) and (E). For other officers, § 12:1-841 looks first to the bylaws, then consistently to the board or a board-authorized officer that directs other officers' functions.

Louisiana also gives officer titles a specific document function. Under § 12:1-625(D), each share certificate is signed by the president and secretary or by two officers designated in the bylaws or by the board. A certificate remains valid if a signer leaves office before issuance.

One individual may hold several offices

Section 12:1-840(D) expressly allows the same individual to hold more than one office at the same time. The complete officer subpart states no general requirement that an officer also be a director or shareholder, or that an officer reside in Louisiana, be a citizen, or meet a specified age.

Written resignation can take effect later

An officer resigns by delivering notice to the corporation under § 12:1-843(A). Chapter-wide § 12:1-141(A) makes that notice written; § 12:1-141 also permits physical and qualifying electronic delivery and defines when notice becomes effective.

The resignation notice may specify a later effective time. If the board or the appointing officer accepts that future time, that actor may fill the pending vacancy in advance, but must provide that the successor does not take office until the stated time.

Removal follows the appointment chain and does not erase contracts

Section 12:1-843(B) permits removal at any time, with or without cause, by the board, by the appointing officer unless the bylaws or board provide otherwise, or by another officer authorized by the bylaws or board. The term “appointing officer” includes a successor to the officer who made the original appointment. When the board acts at a meeting, § 12:1-824(C) supplies the ordinary required-majority rule, subject to the articles and bylaws.

Under § 12:1-844, appointment alone creates no contract rights. Removal does not affect an officer's existing contract rights, and resignation does not affect the corporation's existing contract rights against the officer.

Principal officers appear on the anniversary annual report

The corporation keeps permanent meeting and action records and a current internal list of director and officer names and business addresses under § 12:1-1601. Its annual report separately discloses the names and business addresses of principal officers. § 12:1-1621(C) makes that report due each year by the anniversary of incorporation, using information current when the report is signed.

The officer subpart sets no default fixed term, successor-qualified holdover, or general consequence for failing to elect an optional officer. A unanimous governance agreement may establish officer terms, and § 12:1-843 supplies the specific advance-filling route for an accepted later-effective resignation.

What trips people up

• The secretary is not optional. Other titles may be shaped by the bylaws and appointments, but the statute itself requires the secretary and assigns that office minutes, maintenance, and authentication functions.
• Shareholders can change the default only through the right instrument. A qualifying unanimous governance agreement must be written, signed by all current shareholders, and identify itself under § 12:1-732; its officer terms cease when the corporation becomes public.
• The appointing officer may also be the removing officer. Board action is not the only statutory route, and a successor to the original appointing officer inherits that defined role.
• Advance selection is not immediate service. Acceptance of a later resignation time lets the board or appointing officer choose a successor, but the successor cannot take office before the vacancy occurs.

Common questions

Must a Louisiana corporation have a president and treasurer?

Not as generally required titles under § 12:1-840. It must have a secretary; the bylaws and authorized appointments determine the rest of the roster.

Can one person serve as secretary and president?

Yes. Section 12:1-840(D) allows the same individual to hold multiple offices, although the bylaws or a unanimous governance agreement should still be checked for the corporation's own allocation of roles.

Does removal from office end an employment agreement?

Not by itself. Section 12:1-844 separates corporate office from existing contract rights. Employment, compensation, severance, and related remedies must be analyzed under the actual agreement and applicable employment law.

Does every officer appear in the Secretary of State annual report?

The statute calls for directors and “principal officers,” not every optional or assistant officer. Their names and business addresses must be current as of the date the annual report is signed.

Statutes and sources

• La. R.S. 12:1-140(13) — defines “individual” as a natural person.
• La. R.S. 12:1-141(A)-(D), (I) — requires written notice and governs delivery and effectiveness.
• La. R.S. 12:1-205(A) — assigns initial officer appointment to the initial directors.
• La. R.S. 12:1-625(D)-(E) — governs officer signatures on share certificates and validates a certificate signed before a signer leaves office.
• La. R.S. 12:1-732(A)-(B), (D) — permits unanimous governance agreements to alter officer identity, terms, selection, removal, and board authority until the corporation becomes public.
• La. R.S. 12:1-824(A)-(C) — supplies the ordinary board quorum and required-majority rules.
• La. R.S. 12:1-840 — requires the secretary and governs officer rosters, appointment, secretary functions, and multiple offices.
• La. R.S. 12:1-841 — assigns officer authority and functions.
• La. R.S. 12:1-842(C) — addresses reliance on properly delegated employee responsibilities and qualified information sources.
• La. R.S. 12:1-843 — governs resignation, later effectiveness, removal, and the appointing-officer definition.
• La. R.S. 12:1-844 — separates appointment, removal, and resignation from contract rights.
• La. R.S. 12:1-1601(A), (E) — requires corporate records and the internal officer list.
• La. R.S. 12:1-1621(A)-(C) — requires principal-officer information in the anniversary annual report.

Official text: Louisiana State Legislature LawPrint pages linked in the frontmatter above; accessed August 24, 2026.