Corporate Officer Appointment, Duties, Removal, and Vacancy Requirements in West Virginia

At a glance

Requirements one by one

Offices follow the bylaws, board, and authorized appointment chain

West Virginia Code § 31D-8-840(a)-(c) gives the corporation the offices described in its bylaws or appointed by the board consistently with them. It does not mandate a president, secretary, treasurer, CEO, or CFO title. It does require the bylaws or board to assign one officer responsibility for preparing director and shareholder meeting minutes and authenticating corporate records.

The initial directors organize the corporation by appointing officers under § 31D-2-204(a)(1). A duly appointed officer may appoint additional officers or assistants when the bylaws or board authorize that step. The same individual may simultaneously hold multiple offices.

Duties may be directed through an authorized officer

Under West Virginia Code § 31D-8-841, each officer's authority and duties come from the bylaws. To the extent consistent with them, the board or an officer whom the board authorizes may prescribe another officer's duties.

The corporation separately keeps permanent minutes and action records under § 31D-16-1601(a) and maintains at its principal office a current list of director and officer names and business addresses. The assigned minutes and authentication officer therefore has a mandatory function even though the Act does not prescribe that officer's title.

Resignation may use a board-agreed later date

West Virginia Code § 31D-8-843(a) permits resignation at any time by delivering notice to the corporation. The resignation is effective on delivery unless the board agrees to a later effective date. The provision does not say the notice must be written and states no withdrawal rule.

If the corporation accepts the future effective date, the board may fill the pending vacancy before that date, but it must provide that the successor does not take office until the resignation becomes effective.

Removal is a board action separate from contract rights

West Virginia Code § 31D-8-843(b) permits the board to remove any officer at any time, with or without cause. The officer part supplies no parallel removal power for an appointing officer and states no special vote, notice, or hearing.

Under § 31D-8-844, appointment alone creates no contract rights. Removal does not affect the officer's existing contract rights, if any, and resignation does not affect the corporation's existing contract rights with the officer.

Officer names appear in internal and public records

West Virginia Code § 31D-16-1601(e)(6) requires a current internal list of director and officer names and business addresses. The public report under § 59-1-2a(d)(2) likewise discloses the names and mailing addresses of the corporation's officers and directors.

The report is annual unless the corporation qualifies and elects biennial reporting after five consecutive timely annual reports while in good standing. Annual and properly elected biennial reports are due by 11:59 PM on June 30. The officer part itself states no fixed term, holdover, or failure-to-elect consequence.

What trips people up

The mandatory function is not a mandatory title. Someone must prepare meeting minutes and authenticate records, but § 31D-8-840 does not require that person to be called “secretary.”

Appointment and removal do not follow identical chains. An authorized officer may appoint other officers, but § 31D-8-843 gives the removal power only to the board. A governing document should not be assumed to supply a statutory removal power that the officer part does not state.

A later resignation date needs board agreement, and advance successor selection does not let the successor begin early. The public report is also disclosure, not the internal act that appoints or removes an officer.

Common questions

Must a West Virginia corporation have a president and secretary?

No named titles are mandatory under § 31D-8-840. The corporation must assign one officer the meeting-minutes and record-authentication functions.

Can one person hold every office?

Section 31D-8-840(d) permits the same individual to hold more than one office. The bylaws, assigned duties, and any transaction-specific signature rules still need separate review.

Can an officer who appointed someone also remove that person?

Not under the cited officer-removal provision. Section 31D-8-843(b) names the board as the removal actor, even though § 31D-8-840(b) permits delegated appointment.

Are officers publicly listed every year?

The report lists officer and director names and mailing addresses. It is annual unless an eligible, good-standing corporation makes the statutory biennial election after five consecutive timely annual reports.

Statutes and sources

• W. Va. Code § 31D-2-204 — initial organization and appointment of officers: https://code.wvlegislature.gov/31D-2-204/ (accessed 2026-08-24).
• W. Va. Code §§ 31D-8-840 and 31D-8-841 — offices, delegated appointment, mandatory records function, multiple offices, authority, and duties: https://code.wvlegislature.gov/31D-8-840/ and https://code.wvlegislature.gov/31D-8-841/ (accessed 2026-08-24).
• W. Va. Code §§ 31D-8-843 and 31D-8-844 — resignation, later effective date, pending vacancy, removal, and contract rights: https://code.wvlegislature.gov/31D-8-843/ and https://code.wvlegislature.gov/31D-8-844/ (accessed 2026-08-24).
• W. Va. Code § 31D-16-1601 — permanent records and current internal director/officer list: https://code.wvlegislature.gov/31D-16-1601/ (accessed 2026-08-24).
• W. Va. Code § 59-1-2a — annual/biennial report contents, election, and deadline: https://code.wvlegislature.gov/59-1-2A/ (accessed 2026-08-24).