Who are Officers in a Delaware Corporation and What Is Their Role?
The officers of a Delaware general corporation, close corporation, or public benefit corporation play a vital role in the daily operations and management of the company. Corporate officers are responsible for managing the day-to-day operations of the business and carrying out the strategic direction set by the board of directors. Understanding who these officers are will help you start off on the right foot when forming a Delaware corporation of your own.
What is a Corporate Officer?
A corporate officer is an individual appointed by the board of directors to manage the company and carry out its business decisions. Officers act on behalf of the corporation and are granted authority to oversee specific areas such as management and finances. While the board of directors sets the overall strategy and shareholders own the company, corporate officers are responsible for executing those plans and ensuring the business runs smoothly.
In a Delaware corporation, officer roles and titles are flexible, allowing businesses to structure leadership in a way that fits their goals. Oftentimes, the role and titles of a corporation’s officers will be spelled out internally in the bylaws, but not listed on the Certificate of Incorporation filed with the state of Delaware.
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Do I Need a Delaware Corporate Officer?
Most Delaware General Corporations are required to have one or more officers, with the number, titles, and duties determined by the corporation’s bylaws. In practice, many Delaware corporations appoint at least one officer to satisfy this requirement. For small or closely held corporations, it is common for a single individual to serve as the sole officer while also holding multiple titles. Larger corporations often appoint multiple officers to separate responsibilities.
Delaware Corporate Officer Requirements
Delaware corporate law does not impose strict eligibility requirements on who can serve as a corporate officer. Other than residents of restricted countries by the U.S. Treasury Department (Cuba, Iran, North Korea, and Syria), anyone can serve as an officer of a Delaware company and can operate their business from anywhere in the world. Instead of state requirements, officer qualifications and limitations are typically set internally by the company. This flexibility allows Delaware corporations to appoint officers based on experience and business needs.
Common Corporate Officer Titles
Delaware corporations have flexibility when it comes to officer titles, but there are several roles that are commonly used across most businesses. Some of the more frequently used titles of officers include:
- President / Chief Executive Officer (CEO) - The President or CEO is typically the highest-ranking corporate officer and is responsible for managing the corporation’s day-to-day operations. This role oversees business strategy, supervises other officers, and acts as the primary decision-maker for operational matters, subject to board oversight. They’re also responsible for signing stock certificates issued to the shareholders and for signing important contracts.
- Vice President (VP) - Vice Presidents assist the President or CEO and often oversee specific departments, such as operations, sales, or marketing. Their authority is usually defined by the board of directors or corporate bylaws. There is no limit on the number of Vice Presidents a corporation may appoint.
- Secretary - The Corporate Secretary keeps detailed records of the corporation, and is responsible for keeping meeting minutes of the internal shareholder and Board of Directors meetings. This role also provides notices for shareholder and board meetings to help maintain compliance with corporate formalities.
- Treasurer / Chief Financial Officer (CFO) - Responsible for all the financials of the company, including managing records, reporting, and several tax-related activities.
- Other - Some corporations appoint additional officers depending on the size and complexity of the business. Delaware law allows corporations to customize officer titles and duties as needed.
Keep in mind that there are no stated required officer positions that a Delaware corporation must have, as opposed to other states. One person can comprise an entire Delaware corporation. Most Delaware companies have at least a president as well as a secretary. For many startups just getting off the ground, it is not uncommon for the founder to be the only officer, director, and shareholder. As the company evolves, so will its officers.
Corporate Officer Duties & Responsibilities
As we’ve already mentioned, corporate officers are responsible for carrying out the day-to-day operations of the corporation while following the strategic direction set by the board of directors. While specific duties vary by title, officers generally manage employees and oversee business activities within their area of authority.
In addition to operational responsibilities, corporate officers have a legal obligation to act in the best interests of the corporation. This includes exercising reasonable care in decision-making, avoiding conflicts of interest, and acting in good faith. Together, these duties help protect the corporation’s legal standing and promote long-term business stability.
Adding & Removing Corporate Officers
Many people are under the impression that the state of Delaware must be informed of every director change, but Delaware is not concerned about the change of directors and only requires a list of the current directors at the time of the annual report filing. The changing of any officers is solely an internal matter within the company, and does not require a formal amendment filing with the state of Delaware. However, certain transactions, such as opening a bank account, may require a certificate of incumbency, an official corporate document naming each member of the corporation and his/her role.
Since the Board of Directors controls the appointment of the officers, the Board can also remove officers as deemed necessary, subject to the terms of any existing, valid employment contract. The corporate bylaws will typically control the mechanics of removing an officer, which is often decided by a majority vote of the directors. There may be specifics in the bylaws that present a specific voting majority (this is another reason why a carefully drafted set of bylaws can be important for corporations).
A list of all directors’ names and addresses must be filed on the corporation's Annual Report by March 1 of every year and requires the signature of at least one officer or a director. When you file online with the state, there is an option to list no officers if none have been appointed as of yet.
Form a Delaware Corporation Today
If you're planning to form a Delaware Corporation, you can start the process online today with Harvard Business Services, Inc. Our team of Delaware formation professionals will help you through the early stages of the formation process, and will support you when the time comes to choose your officers.
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Create my corporation*Disclaimer*: Harvard Business Services, Inc. is neither a law firm nor an accounting firm and, even in cases where the author is an attorney, or a tax professional, nothing in this article constitutes legal or tax advice. This article provides general commentary on, and analysis of, the subject addressed. We strongly advise that you consult an attorney or tax professional to receive legal or tax guidance tailored to your specific circumstances. Any action taken or not taken based on this article is at your own risk. If an article cites or provides a link to third-party sources or websites, Harvard Business Services, Inc. is not responsible for and makes no representations regarding such source’s content or accuracy. Opinions expressed in this article do not necessarily reflect those of Harvard Business Services, Inc.
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There are 5 comments left for Who Are Officers in a Delaware Corporation and What Is Their Role?
Karina said: Monday, September 19, 2022Good afternoon! Thank you for this useful article: Could you please tell me if it is necessary to conclude an employment contract with the director? Provided that the director does not want to be paid a salary.
HBS Staff replied: Monday, September 19, 2022Hi Karina,
This is an internal matter within the company and not something that is required to be disclosed to the State of Delaware nor to your Delaware Registered Agent.
Rich said: Sunday, July 17, 2022The HBS bylaws make the executive officer the "President" however, it seems almost universal that founders and people who run startup companies call themselves "CEO" rather than "President". What is the thinking in making the executive officer "President "in the Bylaws rather than "CEO"? I understand it is just a name but still, when people sign documents they almost always do so as "CEO" not as "President" so this seems like an odd and confusing choice.
HBS Staff replied: Monday, July 18, 2022Thank you for your question and for reading our article.The bylaws are a template and they can be customized as you would like and not required to be disclosed to HBS nor to the State of Delaware. We just keep them traditional because we want you to customize them to taylor your business.
Jayne de Gant said: Wednesday, June 22, 2022Is it possible to have two Treasurers on a Delaware corporation/foundation?
HBS Staff replied: Thursday, June 23, 2022Hello Jayne,
Thank you for reading our blog. You can have as many Officers as you would like and you can create your own titles.
Juan Davidovich said: Thursday, June 9, 2022According to this article, I understand that the President can also be the Secretary. Am I correct?
HBS Staff replied: Thursday, June 9, 2022Hello Juan,
Thank you for your question, and for reading our blog. Yes that is correct, one person can be the sole owner and hold all company positions in a Delaware company.
OBIAGELI M.Fe CHUKWUNEKE said: Wednesday, March 16, 2022Can an officer of a Delaware registered company be living in another country outside USA?. Can such an officer be allowed to come into USA to work when the need arises?
HBS Staff replied: Wednesday, March 16, 2022Yes, anyone anywhere in the world can be the Officer of a Delaware company and no documentation is required. Not knowing the situation we wouldn't want to comment on travel to the U.S. so you would want to speak with U.S. Immigration.