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How do I remove the cfo and secretary, same person, of my s corp legally? He owns 18% , and I am the ceo and the other board

Corona, CA |

Member also wants him removed. What is the proper legal means by which to have this accomplished?

Attorney Answers 4


Disclaimer: The materials provided below are informational and should not be relied upon as legal advice.

Am I correct to understand you are referencing a privately-held corporation organized under the laws of the State of California? If he owns 18% of the issued and outstanding shares, who owns the remaining 82% of shares? Under California law, corporation's shareholders elect the directors, and the board of directors elect the corporate officers (e.g. Chief Executive Officer, Chief Financial Officer, and Secretary). Either in the annual director's meeting or in a specially requested director's meeting, the directors may elect the officers. Depending on who sits on the board of directors and whether or not they agree with your choices, you may have a very easy or very difficult time accomplishing your goal. In extreme deadlock scenarios, you may need to seek assistance from the court. Be sure to consult your own attorney to protect your legal rights.

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Absent an unusual provision in your bylaws or organizational documents, the Board of directors can remove any officer. Officers usually serve at the pleasure of the board. Typically a simple majority vote of directors is enough, unless the corporate documents say otherwise.

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First, check to see if you have any special agreements under which he or she was given the right to hold a particular office for any length of time, including employment agreements. Also check your by-laws for any such provisions.

Also check to see if you are a special "closely held" corporation (not just a privately held corporation) that has elected to have the shareholders vote directly on certain things that would normally be done by the board.

Absent any of that, read your by-laws and find out how to call a special meeting of the board. Hold a meeting, and vote. Directors vote 1 vote per person, not by percentage ownership (unless, as I said, you set up as a closely held corporation).

If this doesn't make sense - then call an attorney and have him or her check this all out. It's worth spending a little bit of money to make sure you've dotted your Is and crossed your Ts.

You don't tug on Superman's cape; you don't spit into the wind; you don't pull the mask off the old Lone Ranger; And you don't get legal advice from a free Q&A page on the Internet. The above is a general statement of the law or just my opinion. I am not saying whether it applies to your situation or not because I don't know the details and you’ve not hired me as your attorney.

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Meeting Called according to the articles of incorporation, by laws, policies and parliamentary rules.

If these cause limits on your abilities, you have to follow the limits.

Good Luck

Curt Harrington Patent & Tax Law Attorney Certified Tax Specialist by the California Board of Legal Specialization PATENTAX.COM This communication is general information and not legal advice, and does not create an attorney-client relationship. This communication should not be relied upon as any type of legal advice. Please note that no attorney-client relationship exists between the sender and the recipient of this message in the absence of either (1) a signed fee contract and (2) remission of an agreed-upon retainer. Absent such an agreement and retainer, I am not engaged by you as an attorney, nor is any other member of my law firm.

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