How Many Officers Does a California Corporation Need?

Nowadays, it is quite common for individuals to form a legal entity (e.g. a corporation) themselves. Years ago, forming a corporation usually required a lawyer, but you can often form one online now with minimal effort and cost.

One question that often arises after an individual forms a corporation is who can serve as an officer of said corporation. More often than not, however, the question is actually: Can the same person serve in all the different officer roles that a corporation in California has?

The answer to that question can be found in Section 312(a) of the California Corporations Code, which states that a corporation’s officers fall in to four categories:

  1. A chairperson or president. In other words, this is the person who is in charge of the corporation,
  2. A secretary,
  3. A treasurer or chief financial officer, and
  4. Other officers as the bylaws may dictate or as the Board of Directors may designate.

As to whether the same individual can serve in all officer roles simultaneously, the same person can serve in all the officer roles simultaneously unless the corporation’s bylaws or Articles of Incorporation forbid it. Thus, the same person could, in theory, be the president, secretary, and treasurer at the same time.

In practice, however, it is generally a good idea for the secretary and president/chairperson of the corporation to not be the same person. As part of the corporation’s business, the secretary needs to attest to the president/chairperson’s signature on documents and it’s obviously circular to have an individual attest to their own signature.

 

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Andy Chen

Andy I. Chen is a lawyer licensed to practice law in California and New York. Andy maintains offices in Los Altos, California and Modesto, California. Under the New York Court of Appeals' 2015 decision in Schoenefeld v. State of New York, Andy does not accept cases from those in New York state. He does, however, know many lawyers in New York state and would be happy to make a referral.

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