How do I add an officer to an s Corp?
3 attorney answers
As sole shareholder and officer (and, presumably, sole director), depending on the terms of the By-Laws, you are empowered to elect officers and to issue shares to your son. Both actions could be authorized in a Written Consent of the Sole Shareholder and Director. Your son should sign a Subscription Agreement and Investment Letter and pay the subscription amount for the shares. As you are expanding from one to two shareholders, you should revisit the terms of the By-Laws and consider a Shareholders' Agreement. You should discuss those matters with an experienced Corporate Attorney.
The foregoing discussion does not establish an attorney-client relationship, is qualified by the limited facts presented above, and should not be relied upon as legal advice. To obtain definitive legal advice upon which one can rely necessitates retaining an attorney who is qualified in this particular area of the law.
I would consult with a local business/corporation lawyer to assist you with each part of this transition. Among the things counsel can help you with is (1) adopting a shareholder agreement between you and your son; (2) ensuring compliance with corporation bylaws to add a new officer and owner; (3) reviewing your company stock ledger and drafting the new corporate share certificates; and (4) advising on legal and tax consequences to be mindful of, whether based on federal or state law. You will be greatly aided if you have CPA advice, in coordination with the legal advice you receive. Use Avvo's "Find a Lawyer" feature if needed. Best wishes to you and your son, and your business, in 2018.
You do. Or need a filing with the state
However the paper needs be done correctly as there are financial and tax consequences
As to a. Officer that requires a resolution approved by the directors
Shareholding (ownership) is complicated
Where are the shares or
Ownership coming from? Yiu or the company?
Will there be agreement with your son on management l, sale
Of shares. Etc
That is why you should have a corporation lawyer do this for you after a consultation