How to change your California Corporation's Officers?

By Michael Banner - Dec 18, 2013     


Isn't it time to get that bum out of office? 

No, were not talking about a corrupt California politician, but removing an officer from your own Corporation. 

Perhaps your needs are not quite as drastic. Maybe you only need to add a new officer to your corporation. Simply, you want to properly change your California corporation's officers.

How do you do this? It's actually quite simple in California. But you must understand the rules and follow them, like all California corporation governance requirements. Below, I've listed the steps you would follow to change your California Corp’s Officers.

 

Different Levels

Remember that your California S Corporation or C Corporation is run by various people, who have different roles.  They include:


The Officers, who run the day-to-day activities;


The Directors, who elect the officers and make many of the major decisions, such as over-all corporate planning;


The Shareholders, who own the company, elect the directors, and make the largest decisions, such as authorizing more stock or selling the corporation.

For more details, see who are the players in a Corporation? 
 

Making the officer change

The directors of the corporation elect and fire its officers, and usually do this at the annual directors meeting.  However, this can also be done any time at a special directors meeting, as long as proper notice is made, per the corporation’s bylaws, so that all directors can attend and vote. 
 

Recording the change

Anytime the directors meet to “resolve” to act on some decision, the corporate resolutions are recorded in the minutes of the meeting.   As an alternate, if all directors agree, a unanimous consent can be signed. 

That’s it!  The corporation’s officers have been legally changed.  Now, it’s time to report it to the state. 
 

Reporting the officer change (to the state)

Once the formal decision has been made and properly recorded, the Secretary of State requires notification to update their records.  In addition to changes to the corporation’s directors, registered agent, and corporate addresses; the change in the corporation’s officers is reported by filing form SI-200 C (Statement of Information). 

This form is specifically made for reporting changes to the corporation.  There is no fee to file the form and it can be done
online
.  If you have not filed your annual Statement of Information, you can take care of both duties at one: your annual requirement and the reporting of your changed officer’s.  Simply list the information as it is as the time of the Statement’s filing.

About Michael Banner
  CEO & Founder of SmallBiZ.com, created over seventeen years ago to help small business owners simplify the process of starting & managing their small businesses. SmallBiZ.com now serves over 10,000 businesses per year with various filing and subscription services; in addition to the 1000's of daily visitors to www.smallbiz.com, accessing free services, help pages, & educational videos & webinars.


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