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What are Officers?
Officers are appointed by the directors of a corporation. In most small private corporations they carry out small, mainly ceremonial roles that are set out in the corporation’s By-laws. This includes things like acting as the chair of a meeting of the directors or shareholders, taking minutes of any meetings, and presenting financial statements to the directors and/or shareholders.
Rules regarding the appointment of officers vary by jurisdiction and can change depending on a corporation’s By-laws, Articles of Incorporation, and any Unanimous Shareholder Agreement that may be in place.
What are typical officer positions?
The most common officer positions for small private corporations are President, Secretary and Treasurer, however, any number of different officer positions can be authorized by the directors of the corporation. Other common positions include Vice President, CEO and General Manager.
Who can be an officer?
Rules regarding the appointment of officers vary by jurisdiction and can change depending on a corporation’s By-laws, Articles and any Unanimous Shareholder Agreement. Generally speaking, an officer should meet the minimum requirements for acting as a director of a corporation.
Can officers be liable for acts or omissions of the corporation?
Like directors, officers can be liable for the acts or omissions of the corporation. Officers owe a duty of care to the corporation in exercising their powers and carrying out their duties and can be sued for failing to meet this duty. This means that they are required to:
- act honestly and in good faith with a view to the best interests of the corporation; and
- exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
Can officers be paid for their services?
Officers can be paid for services rendered as an officer. If you’re considering making payments to an officer, we strongly recommend that you seek advice from an accountant or financial advisor first, since the manner in which payments are made to shareholders, directors and officers can have a significant impact on the amount of taxes payable.
If you’d like a referral for an accountant, please contact a business lawyer with Twin River Law LLP.
This article contains general information, NOT LEGAL ADVICE.
If you’d like legal advice from a lawyer, incorporate with us or contact a lawyer with Twin River Law LLP to request a consultation.