When you provide information for your project, you may be asked to list key personnel within the corporation. States generally limit signing forms on behalf of the organization to people who hold certain positions within the corporation.
On this page:
- Overview
- Shareholders & Ownership
- Officers
- Board of Directors (“Directors”)
- Other Personnel
- Authorized Signers
Overview
Many corporations have complex governance structures. When it comes to annual reports and other state filings for corporations, most states will require an “officer” to sign. When they ask for “officers” and “directors” to be reported, they don’t usually mean your Chief Marketing Officer or your Director of Sales. They want to know about your corporate officers and your board of directors. This article will help you define and clarify the roles within your organization.
Shareholders & Ownership
A shareholder is any person, company, or institution that owns shares in a company's stock. Shareholders are subject to capital gains (or losses) and/or dividend payments as residual claimants on a firm's profits.
State agencies vary in what type of information they request from corporations. Some require a list of all shareholders, while others only require shareholders with a significant stake in the corporation to be reported.
Officers
The officers of a corporation are in executive-level roles. Unlike regular employees of a company, officers are formally appointed or elected by the board of directors according to company bylaws.
Officers may be members of the board of directors, or they may be hired or designated by the board of directors to manage the daily affairs of the corporation. The officers of a corporation almost always have the authority to sign legal contracts and act on behalf of the corporation.
Here are the most common corporation officer roles:
President: This is the individual in charge of the corporation. They oversee the daily operations of the company. The President also delegates responsibilities to other officers and employees. It is not uncommon for a person to serve as both the corporation’s President and Chief Executive Officer. However, being the Chief Executive Officer does not necessarily make someone an officer of the corporation.
Treasurer: This is the individual in charge of the financial management of the corporation. This may range from routine bookkeeping, payroll, and disbursements in a smaller corporation, to overseeing the financial operations and health in larger corporations. It is not uncommon for a person to serve as both the corporation’s Treasurer and Chief Financial Officer. However, being the Chief Financial Officer does not necessarily make someone an officer of the corporation.
Secretary: This is the individual responsible for keeping corporate records and minutes of board and shareholder meetings. In the meeting minutes, the Secretary will record the names of those present, the outcomes of any votes or major decisions, and any additional formalities.
Vice President: The board of directors may designate one or more Vice Presidents to assist in the administration of the corporation. The duties of the Vice President vary by company, but they are generally expected to fill the role of President in their absence. As with other officer roles, this shouldn't be confused with a job title, such as "Vice President of Sales".
Board of Directors
The board of directors is the corporation’s governing body. Directors, also known as board members, are elected by the shareholders. Collectively, the board’s role is to establish policies and oversee officers and management. The board of directors holds regular meetings at which minutes are taken and makes decisions by written consent.
In some corporations, the board may elect to have a chairperson (also known as “chair” or “chairman”) lead the board of directors. Whether or not the corporation has a chairperson and how one is elected is outlined in the corporation’s bylaws.
Other Personnel
Chief Executives: The board of directors may elect to hire staff to administer the day-to-day operations of the organization. These might include a Chief Operating Officer (COO), a Chief Marketing Officer (CMO), Chief Information Officer (CIO), among others. In many smaller corporations, individuals hold multiple roles.
Other Executive Personnel: Your corporation may have designated individuals with other titles to indicate their daily responsibilities. These might include a VP or Director of Finance, a VP or Director of Sales, or a VP or Director of Operations, among others.
Authorized Officer: Many state forms instruct that an “authorized officer” may sign the document. Generally, this means any individual who holds one of the corporate officer roles and who has the authority to sign documents on behalf of the corporation can sign the state form.
Authorized Signer
Your corporation may have designated individuals with other titles to indicate their daily responsibilities. These might include a Chief Operating Officer (COO), a Chief Marketing Officer (CMO), Chief Information Officer (CIO), among others. In many smaller corporations, individuals hold multiple roles.
We ask that you let us know who your preferred signer is. Whenever possible, we’ll use this person on the forms. Many state forms instruct that an “authorized officer” may sign the document. Generally, this means any individual who holds one of the corporate officer roles and who has the authority to sign documents on behalf of the corporation can sign the state form.
When filing state forms, generally, the formal officer title (such as President or Secretary) is required. Some forms dictate the role of the person that must sign or may require multiple signers.
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