How to Remove an Officer From Articles of Incorporation

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A corporation is organized under state law by filing articles of incorporation that specifically conform to the state's statutes. Most states make listing members of the board of directors in the articles optional or require only a listing of initial directors but not updates when the composition of the board changes. If a corporation chooses to list board members and wants the information to be current, it can change the names by amending the articles of incorporation.

Vote to remove the officer and amend the articles of incorporation during a board meeting. A majority vote is needed. Vote to add a replacement officer if the bylaws require it.

Prepare the articles of amendment. The exact format varies by state law. Many states provide the appropriate form on their Secretary of State's website. The corporation can also prepare this document from scratch.

File the completed amendment form or amended articles of incorporation, or both, with the Secretary of State, or appropriate regulatory agency, and include the appropriate filing fee. This will usually require the signature of an officer or director.

Attach the amendment to the original articles of incorporation in the corporate records.

Tips

  • If the removed officer was publicly known, the corporation might benefit from sending out a press release about the change.

    Each corporation must adhere to its state's specific rules. An online legal document provider or Secretary of State's website will have the appropriate forms and fee information for your state.

References

About the Author

With features published by media such as Business Week and Fox News, Stephanie Dube Dwilson is an accomplished writer with a law degree and a master's in science and technology journalism. She has written for law firms, public relations and marketing agencies, science and technology websites, and business magazines.

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