Who do we put under officer titles and directors? My husband is the sole owner. Also, when it asks how many vacancies there are on the board of directors, we would put none, as he is the sole director, is that correct?
The sole owner (shareholder) can be the sole director and can be all officers. I suspect you don't have bylaws. I suspect you don't have an outside "general counsel." Forming and operating a corporaiton is more complex than the "off the shelf" or "do it yourself" vendors have you believe. Finally, unless you issue shares, the benefif of forming a corporation may be lost in the future.
The above is general legal and business analysis. It is not "legal advise" but analysis, and different lawyers may analyse this matter differently, especially if there are additional facts not reflected in the question. I am not your attorney until retained by a written retainer agreement signed by both of us. I am only licensed in California. See also avvo.com terms and conditions item 9, incorporated as if it was reprinted here.
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If your husband is the sole shareholder, he can hold the sole board of director position and all of the officer positions.
However, as Attorney Doland indicates, your husband ought to consult with a business attorney to make sure all of the corporation formalities have been followed. Otherwise, in the event the corporation ever gets sued, it is possible that the plaintiff will be able to "pierce the corporation veil" and go after your husband individually.
Frank W. Chen has been licensed to practice law in California since 1988. The information presented here is general in nature and is not intended, nor should be construed, as legal advice for a particular case. This posting does not create any attorney-client relationship with the author. For specific advice about your particular situation, consult with your own attorney.
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The purpose of forming a corporation is to limit your liability and possibly have some tax benefits. In order to take advantage of the above, you have to comply with the formalities of the corporation. if you don't, you will lose the limitation of liabbility and in the event that your corporations gets sued, the other party may be able to "pierce the corporate veil", meaning that the other party may be able to sue you directly. Therefore, it is imperative that if you doubt about what needs to be done, you hire an attorney so that you don't lose the benefits of the corporation. This is the advice that both attorneys before me gave you as well and you should heed it.
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