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.
Traditionally, the role and titles of the officers will be spelled out internally in the bylaws of the company, but not listed on the Certificate of Incorporation filed with the state of Delaware.
The officers are appointed by the Board of Directors and then take the vision of the Board and put the wheels in motion to carry out the goals that are best suited for successful operation of the business.
Other than residents of restricted countries by the U.S. Treasury Dept. (Cuba, Iran, North Korea and Syria), anyone can serve as an officer of a Delaware company, and they can operate their business from anywhere in the world.
Some of the more frequently used titles of officers include:
Keep in mind 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.
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 appointing 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, and traditionally it is 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 director’s names and addresses must be filed on the corporation's Annual Report by March 1 of every year and requires the signature of 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.
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There are 5 comments left for What Is the Role of Officers in a Delaware Corporation?Karina said: Monday, September 19, 2022
Good 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, 2022
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, 2022
The 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, 2022
Thank 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, 2022
Is it possible to have two Treasurers on a Delaware corporation/foundation?HBS Staff replied: Thursday, June 23, 2022
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, 2022
According to this article, I understand that the President can also be the Secretary. Am I correct?HBS Staff replied: Thursday, June 9, 2022
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, 2022
Can 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, 2022
Yes, 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.