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How do I make someone an officer of my corporation?

GovernanceOfficersDelaware

Officers are appointed by the board of directors. Delaware requires every corporation to have officers with the titles and duties its bylaws or a board resolution set out, chosen in the manner and for the terms the bylaws or the board decide. In practice that is a board consent, signed by every director, naming the person, the office, and the date the appointment takes effect. No stockholder vote and no state filing.

What the consent says

The office, by its bylaws title: president or chief executive officer, secretary, treasurer or chief financial officer, and any vice president roles the bylaws allow. Any limits on authority the board wants: a cap on contracts the officer may sign alone, or a rule that two officers sign above a threshold. The bylaws describe each office's ordinary powers, and the consent can narrow or widen them for a particular person. A president or chief executive officer generally has authority to bind the company in ordinary business, so the appointment is not a formality.

The bank and everyone else

The bank needs its own resolution, on its own form, before a new officer can sign on the account, and it will ask for the board consent as proof. Delaware's annual report is signed by an officer and names them. Anyone the company deals with can rely on an officer's apparent authority, which is the other reason to write the limits down.

What it is not

An officer appointment is not an employment agreement, an offer letter, an advisor agreement or a stock grant. Those are separate documents with their own terms. A person can hold the office without any of them, or hold all of them without the office. A co-founder who is also chief technology officer has an appointment from the board and an employment or consulting relationship from a separate agreement, and each can end without the other.

Arabella's formation packet appoints the initial officers in the organizational consent, and the bylaws set out each office. A later appointment is a short board consent that is not a template today; ask Arabella what it needs to say.

Written by the lawyers who built Arabella. This is legal information, not legal advice for your situation, and reading it does not make us your lawyers. For a real dispute or a high-stakes decision, talk to a licensed attorney. More questions.