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

At a glance

Requirements one by one

Three named offices are mandatory

Michigan takes a title-based approach. Section 450.1531(1) says the officers “shall consist of a president, secretary, treasurer,” with a chair, vice-presidents, and other bylaw- or board-created offices optional.

The provision uses “person” for an officeholder, and § 450.1108(2) defines that word to include an individual, partnership, corporation, limited liability company, trust, and other legal entity. The officer provisions state no separate residency, citizenship, shareholder, or director requirement, but the governing documents still control the office structure.

The board is the default appointing actor

Unless the articles or bylaws provide otherwise, § 450.1531(1) sends officer election or appointment to the board. Current § 450.1535 also recognizes that an officer may instead be elected by shareholders, which matters at removal.

When the board acts at a meeting, § 450.1523(1) defaults to a majority of members present with a quorum, subject to a larger or smaller quorum in the articles or bylaws and any higher vote required by the Act or governing documents. Current law does not give an officer a separate power to appoint another officer.

Bylaws and board resolutions allocate authority and duties

Under § 450.1531(4), the bylaws supply officer authority and management duties. A board resolution may determine them only when it is not inconsistent with the bylaws.

The current provision does not authorize one officer to prescribe another officer's duties. An authorized officer or agent signs the annual report under § 450.1911(1), but that filing function does not decide internal authority for a different transaction.

Multiple offices have an execution limit

One person may hold two or more offices. Section 450.1531(2) nevertheless bars that officer from executing, acknowledging, or verifying an instrument in more than one capacity when law, the articles, or bylaws require two or more officers. Combining president and secretary, for example, does not turn a two- officer execution requirement into a one-person act.

The stated term includes successor-qualified holdover

Under § 450.1531(3), an officer serves for the elected or appointed term and continues until a successor is elected or appointed and qualified, unless the officer first resigns or is removed. The statutory holdover avoids an automatic vacancy merely because the stated term ended.

The public filing is annual rather than an event-triggered officer-change filing. Section 450.1911 requires a May 15 report naming and giving addresses for the president, secretary, treasurer, and directors. A corporation formed from January 1 through May 15 skips that calendar year's report.

Resignation requires written notice

Section 450.1535(3) requires written notice to the corporation. The resignation is effective when the corporation receives it or at a later time specified in the notice.

Current law does not say that the corporation must accept a stated later time, does not provide a withdrawal rule, and does not authorize advance selection of a successor for that pending vacancy. Those are among the changes proposed by SB 789.

The removal actor follows who elected or appointed the officer

The board may remove an officer it elected or appointed with or without cause. An officer elected by shareholders may be removed with or without cause only by a shareholder vote, although § 450.1535(1) lets the board suspend that officer's authority for cause. Under the general rule in § 450.1441(2), a shareholder action other than director election uses a majority of votes cast unless the articles or another Act provision requires more.

Removal from office and contract rights remain separate. Section 450.1535(2) says removal is without prejudice to contract rights and election or appointment does not itself create contract rights.

What trips people up

• The mandatory titles are real. President, secretary, and treasurer are not merely examples in Michigan's current statute.
• The same person cannot supply two required capacities. Multiple offices do not override a two-officer execution, acknowledgment, or verification rule.
• Shareholder election changes removal control. The board may suspend a shareholder-elected officer for cause, but only shareholders remove that officer.
• A bill would change several mechanics. SB 789 would add delegated appointment, delegated duty-setting and removal, future-event resignation, and accepted-delay successor selection. Those proposals are not current law.

Common questions

Can the bylaws give shareholders the power to elect an officer?

Yes. The board is the default only unless the articles or bylaws provide otherwise, and § 450.1535 expressly addresses shareholder-elected officers.

Can one person be president, secretary, and treasurer?

The statute permits two or more offices to be held by the same person. That person still cannot act in multiple capacities on an instrument requiring two or more officers.

Is an email enough to resign?

The statute requires written notice and makes the resignation effective on receipt or at the later time stated. Whether a particular electronic message is an effective written notice can depend on the Act's electronic-transmission rules and the corporation's records and should be confirmed for the actual notice.

Does removal cancel an employment agreement?

Not by itself. Section 450.1535 preserves any contract rights while ending the corporate office.

Statutes and sources

• Mich. Comp. Laws §§ 450.1531 and 450.1535 — mandatory titles, appointment, multiple offices, terms, duties, written resignation, removal actors, cause, suspension, and contract rights. Official § 450.1531 and official § 450.1535 (accessed 2026-08-23).
• Mich. Comp. Laws §§ 450.1108, 450.1441, and 450.1523 — defined person, default shareholder vote, and default board quorum and vote. Official § 450.1108, official § 450.1441, and official § 450.1523 (accessed 2026-08-23).
• Mich. Comp. Laws § 450.1911 — May 15 annual report, officer/agent signature, named-officer disclosure, and first-year exception. Official section (accessed 2026-08-23).
• MI SB 789 (2026) — pending delegated appointment, duties and removal, and delayed-resignation and pending-vacancy amendments. Official bill page (status checked 2026-09-09).