What Is the Role of Officers in a Delaware Corporation?

Updated time: 20 Sep, 2019, 11:15 (UTC+08:00)

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:

Executive Officer (such as a Chief Executive Officer or President): Responsible for overall activities of the company along with the signing of stock certificates issued to the shareholders and signing of important contracts.
Secretary: Keeps detailed records of the corporation, along with preparation of meeting minutes of the internal shareholder and Board of Director meetings.
Treasurer: Responsible for all the financials of the company including finance records and reporting. This officer is often called the Chief Financial Officer of CFO.

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.