When the small business I work for incorporated last year It was done so giving me the title of corporate secretary.

I want to resign my position. What steps should I take. Are there legal forms to fill out. Who needs to be officially made aware. - Is this your question? Add additional information
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Answers (3)

John Kenneth Friedman

John Kenneth Friedman

Contributor Level 3
You should write a letter of resignation from your board position and deliver it to the board chair. Be aware that if you are employed by the company, and have an employment agreement, it may state that by resigning your board position you are also resigning your employment with the company (this is very rare and typically appears in the opposite order -- that is, if you resign your employment you are deemed to simultaneously be resigning your board position too -- but you want to be sure that you're not giving up something you like. In your letter, you should explicitly request that the board have the company file any documents with the state of incorporation and any states in which the company has foreign corporation status providing the state(s) notice of your resignation from your board position.
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Tamara Lynn Harper

Tamara Lynn Harper

Contributor Level 5
You will need to prepare a letter of resignation keeping in mind the advice from answer no. one. If you are also a shareholder, you will need to transfer your stock shares to the remaining shareholder - sign the back of your stock certificate. Make sure the stock transfer ledger is updated.

You will need to file a new Statement of Information with the California Secretary of State (no filing fee if amended already filed annual statement) to remove you as the secretary. Make sure that the company performs this function.

Remove your name from all bank accounts by all walking into the bank together, if you are a signer upon the accounts as well..

There may be other agreements that you have executed as a surety or given a personal guarantee to such as leases, franchise agreements etc. If this holds true, you will want to speak directly with counsel.
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Melissa Cari Marsh

Melissa Cari Marsh

Contributor Level 7
To remove yourself as an officer of a corporation, all you need to do is send the Board of Directors a simple one line letter letter stating that effective DATE, I am resigning as NAME OF OFFICER. If you want to enssure your name if legally removed from any state filings, you can request that the corporation file an updated Statement of Information of Officers and Directors with the California Secretary of States office. Since the filing will be an update, the $25 filing fee should be waived.

Once the form is completed and signed, it should be mailed (or hand delivered) to the California Secretary of State with: (1) a cover letter requesting the return of a file stamped copy; (2) a copy of the completed and signed Statement of Information; and (3) a self-addressed stamped envelope.

Mail to:
Secretary of State
Statement of Information Unit
P.O. Box 944230
Sacramento, CA 94244-2300

If you are unsure how to proceed, you should consult a corporate attorney to prepare and file the statement on the corporation's behalf. Most corporate attorneyswill charge between $99 and $200 for this service.
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