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

At a glance

Requirements one by one

Texas requires a president and secretary

Tex. Bus. Orgs. Code § 21.417 requires the board to elect a president and a secretary at the time and in the manner the bylaws prescribe. Other officers, assistant officers, and agents may be elected under § 3.103 as needed.

Texas's definitions make function as important as title. Section 1.002 defines president and secretary to include not only a designated individual but also an officer or committee authorized to perform the relevant functions without that title. A vice president may be the individual, officer, or committee authorized to perform the president's functions on death, absence, resignation, or inability.

Appointment begins with the governing documents and board

Texas's §§ 3.103-3.104 set the default appointment-and-removal framework. Under § 3.103(a), governing documents may prescribe officer election or appointment. Otherwise the governing authority may elect or appoint unless the governing documents prohibit it. For an ordinary board-managed corporation, § 21.417 specifically puts election of the required president and secretary in the board's hands.

At formation, § 21.059 requires an organization meeting to adopt bylaws, elect officers, and transact other business. A majority of the initial board — or the persons named to perform the initial board's functions — calls that meeting and sends notice no later than the third day before it occurs.

A qualifying § 21.101 shareholder agreement can establish the individuals who serve as officers and determine their terms, selection or removal method, and employment terms. The special agreement requires the shareholder approval, writing, signature, and corporate-notice conditions stated in the section.

Duties and records are distinct

Section 3.103(b) sends an officer's management duties and authority to the governing documents or to the governing authority that elects or appoints the officer. A title alone therefore does not answer whether the officer may approve or sign a particular transaction.

Section 3.151 separately requires the corporation to keep account books, owner records, and minutes of owner, board, and board-committee proceedings. It does not automatically assign those records to the secretary. The bylaws, appointment, or other valid allocation of duties should identify the custodian.

One person may hold multiple offices

Section 3.103(c) allows a person to hold two or more offices simultaneously unless the Code or governing documents prohibit the combination. The ordinary officer provisions cited here impose no general requirement that an officer also be a director or shareholder and no Texas-residency or citizenship rule.

Removal can be with or without cause

Unless governing documents provide otherwise, § 3.104 lets the governing authority remove an officer for or without cause. Removal does not prejudice the removed person's contract rights, while election or appointment by itself does not create contract rights.

When the governing authority is the board, §§ 21.415 through 21.417 supply the relevant board-action, delegation-limit, and officer-election rules. Section 21.415 supplies the default board action: a majority of directors present acts at a meeting with quorum, unless the Code, certificate, or bylaws requires more. Unless the certificate or bylaws changes the written-consent rule, all board members may instead sign a consent stating the action. A board committee cannot elect or remove officers under § 21.416(c)(10).

The Code does not prescribe a general resignation or vacancy process

The cited current ordinary-corporation officer provisions do not state an officer-resignation form, recipient, acceptance rule, delayed effective date, withdrawal right, state filing, vacancy-filling method, or successor term. Those questions therefore require the current governing documents, appointment record, and contract terms. The general appointment authority supplies a route to choose a replacement, while § 1.002's vice-president definition recognizes performance of presidential functions after the president's resignation and the other listed interruptions.

Officer names enter an annual tax-administered public report

The Texas Secretary of State explains that taxable for-profit corporations file annually with the Comptroller of Public Accounts. Their Public Information Report lists officer/director names and addresses as of the time of filing. That recurring public disclosure is separate from the internal corporate action that elects, appoints, removes, or replaces an officer.

What trips people up

• President and secretary are required, but their functions need not track a conventional title card. Section 1.002 recognizes an authorized officer or committee performing the functions without the designated name.
• A generic officer authorization is not an appointment. The record should identify the office, person or authorized functional actor, effective time, duties, and the governing-document basis for the action actually taken.
• A committee cannot stand in for the board on elections or removals. Even where a committee otherwise has board authority, § 21.416(c)(10) withholds these officer actions.
• Removal from office and contract rights are separate. Section 3.104 permits without-cause removal by default while expressly preserving any contract rights.

Common questions

Must a Texas corporation have a treasurer or chief financial officer?

Not under § 21.417's ordinary-corporation list. It requires a president and secretary. Other offices may be created or elected under § 3.103 and the governing documents.

Can the same person be president and secretary?

Yes, unless the Code or the corporation's governing documents prohibit that combination. Section 3.103(c) permits one person to hold two or more offices.

Can a board committee appoint or remove an officer?

No. Section 21.416(c)(10) expressly says a board committee may not elect or remove corporate officers.

Does an officer's resignation require a Secretary of State filing?

The cited officer provisions do not prescribe an officer-resignation filing. But officer and director names and addresses are disclosed through the annual Comptroller Public Information Report, so the current tax-reporting record must be handled separately from the internal resignation.

Statutes and sources

• Tex. Bus. Orgs. Code § 1.002 — natural-person, person, president, secretary, and vice-president definitions. Official current code (accessed August 23, 2026).
• Tex. Bus. Orgs. Code §§ 3.103-.104 and 3.151 — appointment, duties, authority, multiple offices, removal, contract rights, and entity records. Official current code (accessed August 23, 2026).
• Tex. Bus. Orgs. Code §§ 21.059, 21.101, and 21.415-.417 — organization, shareholder agreements, board action, committee limits, and required offices. Official current code (accessed August 23, 2026).
• Texas Secretary of State — Formation of Texas Entities FAQs — annual Comptroller filing and officer/director information in the PIR. Official guidance (accessed August 23, 2026).

Last verified: August 23, 2026.