How do I remove someone from an officer role at my company?
GovernanceOfficersDelaware
The board can remove an officer at any time. Delaware lets officers hold office for whatever terms the bylaws or the board set, and the usual bylaws say an officer serves at the pleasure of the board and may be removed with or without cause by a board vote. An officer can also resign at any time by written notice to the company. Either way, the vacancy is filled as the bylaws provide, or by the board if they are silent.
Subject to contract
Removal from office is a corporate act, and by itself it breaches nothing. What it can trigger is a contract. An employment agreement may define removal from the office as a termination without cause, or as a good reason to resign, with severance attached. A stock agreement may treat a change of role as affecting vesting. Read the person's agreements before the consent is signed, not after.
The consent
A board consent, signed by all directors, that removes the person from the office on a stated date and usually appoints a successor in the same document. The removed officer signs nothing. If the officer is also a director, the consent does not touch the board seat, which is a stockholder matter, answered under "How do I get a director off my board?".
Bank and state records
Withdraw the person's signing authority at the bank the same day, with a new resolution on the bank's form; a removed officer who can still move money is a problem of the company's own making. Update the annual report at the next filing, and any state where the officer was listed on a foreign qualification.
What removal does not do
It does not end their employment; that is a separate decision under the employment agreement and the law of the state they work in. It does not touch their shares; vesting runs under their stock purchase agreement, and unvested shares are handled by the company's repurchase right if and when service actually ends. A co-founder removed as chief executive is still a stockholder, still a director if they were one, and still an employee until the company says otherwise in writing.
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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.