Depending on whether you’re adding shareholders, directors, or officers to your corporation, there are different ways to handle each addition. Shareholders are added when they purchase stock in the corporation (providing money or services in exchange for shares in the corporation). The stock sale would be approved by the existing shareholders and may depend on your Corporate Bylaws.
Adding or removing Directors or Officers is an internal company decision best addressed by your company Bylaws as well. If you have not adopted Corporate Bylaws or held an organizational meeting, then the corporation doesn’t have a formal agreement on adding or removing Directors and Officers or approving the sale (or transfer) of stock.
Once you’ve held the Organizational Meeting and adopted Corporate Bylaws, then the Bylaws should spell out the necessary steps for adding and removing Directors or Officers. At the least, you should document the change in writing and have all parties sign that document. Our clients have access to proper resolutions for adding/removing Officers and Directors in the My Account Dashboard. Also, our ComplianceLock service also can help you automatically generate the forms including Bylaws and Organizational Meeting minutes.
Most states do not record shareholders but many record the names and addresses of Directors and Officers. Once you’ve made the internal changes, then you will notify the State of the change by filing an updated Annual Report (we can do this for you).
NOTE: You might be able to file an “Early” Annual Report if you want the state database to be updated immediately or some states will require you to wait until your next Annual Report is due. If your state does not list Shareholders, Directors or Officers or have an Annual Report then you will simply need to keep internal records of the change per your Bylaws.
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