How to Remove an Officer From Articles of Incorporation

By Bryan Driscoll, J.D.

How to Remove an Officer From Articles of Incorporation

By Bryan Driscoll, J.D.

State law provides certain requirements for organizing a corporation. The process for doing this involves filing the articles of incorporation. This document must follow the laws of the state where you are incorporating, but it generally includes the business name, address, owner names/addresses, and ownership percentage.

Businessman wearing glasses sitting at desk using computer

While most states don't require you to list your officers or board of directors in the articles of incorporation, some states do require that initial officers are identified. If so, you must input the names and addresses of the initial officers, but you don't have to necessarily update the document if changes are made thereafter. Regardless, it's important that you check the applicable state laws before filing the articles of incorporation.

Removing an Officer from Articles of Incorporation

If it isn't required, then why do it? Keeping your business up-to-date is one of the best ways to ensure your business runs smoothly.

When your officers know their duties and responsibilities, your corporation runs smoothly. Ensuring your officers are kept current on changes will help keep them in the loop on what they need to do.

Vote

The first step in removing an officer from your corporation is to vote. You will call a board meeting and bring up the topic.

If you wish to remove an officer, a majority of the officers or the board must agree to it. Once the majority vote happens, you can vote on a replacement.

Amend the articles of incorporation

Now that the officer has been formally removed from the corporation, you must amend the articles of incorporation. You can find a form on applicable state's Secretary of State website.

Once you've completed and signed the form, you'll pay the filing fee and file it with the Secretary of State. On this form, you have the option of either naming a replacement officer or amending the number of officers in your corporation.

You need not provide a reason for removal. However, it's good business practice to keep meticulous records and meeting notes that clearly identify why the officer was removed. Reasons for removal vary from retirement to misconduct and everything in between.

Update corporate records

When you've completed the update with the Secretary of State, you then need to update your corporate records. Once you receive confirmation of your amended articles of incorporation, you will receive a formal written notice.

You should attach this notice along with your amendment to your articles of incorporation and keep with your company's records. The Secretary of State will keep this official record but it's good business practice for you to keep a copy.

As your corporation ages and grows, you will be able to review your company's records, particularly in terms of officer removal and amendments. This will allow you to remain confident that you followed the proper protocol.

Keeping these types of records can help give you peace of mind that your business is operating properly and efficiently. If you need help setting up your corporation, try our easy-to-use guided service.

This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.