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

At a glance

Requirements one by one

Missouri requires a president and a secretary

Mo. Rev. Stat. § 351.360.1 requires both titles and sends their selection to the directors. The bylaws prescribe any other officers and agents. At the organization stage, § 351.080.2 directs the first board to meet as soon as convenient to elect officers and finish organizing the corporation.

Unless the articles or bylaws say otherwise, one person may hold two or more offices. The same subsection also makes clear that president, chief executive officer, and board chair can be separate offices. It states no general officer-director, shareholder, Missouri-residency, or citizenship qualification.

Bylaws come first for authority and duties

Under § 351.360.2, the bylaws define officer and agent authority and duties as between them and the corporation. If the bylaws do not address the point, a board resolution may do so.

The chair does not automatically perform every act Chapter 351 assigns to the president. Section 351.360.3 permits that substitution only after the chair has been designated by the board or bylaws as CEO or as having CEO powers coextensive with the president, the designation has been filed in writing with the Secretary of State, and the secretary has attested the notice.

Officer titles connect to records and share certificates

Section 351.215 requires the corporation to keep shareholder and board minutes plus the names and business or residence addresses of its officers. Section 351.340.2 specifically requires the secretary to file unanimous written or electronic board and committee consents with the corresponding minutes in matching paper or electronic form.

For certificated shares, § 351.295 defaults to a signature by the president or vice president plus the secretary, assistant secretary, treasurer, or assistant treasurer, unless the articles or bylaws provide otherwise. Facsimile signatures are allowed, and a certificate may still issue after a signer has left office.

Removal uses the board's best-interests judgment

Mo. Rev. Stat. § 351.365 lets the board remove an officer or agent that the board elected or appointed whenever the board judges removal will serve the corporation's best interests. The removal is without prejudice to the person's contract rights. For an ordinary meeting, §§ 351.325 and 351.340.2 make a majority of the directors present the board's act when a quorum is present, unless the articles or bylaws require more, while preserving unanimous consent.

The officer provisions do not create a general statutory resignation notice, fixed term, holdover, failure-to-elect consequence, ordinary vacancy procedure, successor term, or acting-officer route. Those questions therefore turn on the current governing documents, board record, and any separate contract without changing the statutory president-and-secretary requirement.

Officer information goes on the registration report

Section 351.120 requires the corporate registration report to state every officer's and director's name and correct business or residence address. A new corporation files within 30 days after incorporation and then annually in its filing month unless it uses § 351.122's biennial option. An officer or authorized person signs the report, and an error in reported officer or director information may be corrected by a certificate of correction.

What trips people up

• The chair-president substitution has a public-filing condition. Internal CEO authority alone does not satisfy § 351.360.3; the designation must be filed and the secretary must attest the notice.
• The removal language is not a bare “with or without cause” rule. Section 351.365 uses the board's judgment that removal serves corporate best interests and applies to an officer or agent the board elected or appointed.
• A former officer's facsimile signature can remain effective on a share certificate. Section 351.295 expressly preserves issuance after the signer has ceased holding office.
• The public report describes the roster; it does not choose it. Internal election follows §§ 351.080 and 351.360, while § 351.120 records officer and director names and addresses.

Common questions

Must Missouri corporations have a treasurer or CFO?

Not under the general officer mandate in § 351.360. It requires a president and secretary; other officer roles come from the bylaws.

Can the same person be president and secretary?

Yes by statutory default. Section 351.360 permits one person to hold two or more offices unless the articles or bylaws provide otherwise.

Does board removal cancel an employment agreement?

No automatic cancellation follows from the officer statute. Section 351.365 preserves contract rights, if any, even when the board ends the corporate office.

Statutes and sources

• Mo. Rev. Stat. §§ 351.020 and 351.080 — Chapter 351 scope and first-board officer election. Official Missouri Revisor Chapter 351, accessed 2026-08-24.
• Mo. Rev. Stat. §§ 351.120 and 351.122 — officer/director registration- report fields, initial and recurring timing, signature, correction, and the biennial option. Official Missouri Revisor Chapter 351, accessed 2026-08-24.
• Mo. Rev. Stat. §§ 351.215, 351.295, 351.325, and 351.340 — officer roster records, stock-certificate signatures, board vote, and secretary custody of unanimous consents. Official Missouri Revisor Chapter 351, accessed 2026-08-24.
• Mo. Rev. Stat. §§ 351.360 and 351.365 — required offices, selection, multiple offices, assigned duties, chair-president substitution, removal, and contract rights. Official Missouri Revisor Chapter 351, accessed 2026-08-24.