In addition, CEO, CFO, and secretary are mandatory for one-shareholder s-corp? Thank you.
If you are the only shareholder, you only need 1 board member (you).
You need a president, CFO, and secretary. These 3 roles can all be filled by you.
1 director, a CEO, CFO, and Secretary.
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I agree with the other attorneys responding. In your situation, you need only one board member, but it would be ideal if your By-laws provided for a single board member, and then you can function in all of the required positions as CEO/President, CFO and Secretary for the corporation.
You must timely file the Statement by Domestic Stock Corporation, furnished by the Secretary of State at the time of filing the corporation, with the Secretary of State, and make sure that you submit that form each year as required.
I suggest you contact a local attorney for some additional information and help in getting you set up to keep your business/legal affairs in order.
The foregoing is not offered as legal advice, but is a general analysis of the situation posed by your question. I am not your attorney until I have been retained through a written retainer agreement which is signed by both of us. I am only licensed in California and make no representation as to the laws of other states.
Under California corporate law, if the corporation only has one shareholder (like in your case), then the Board of Directors can have one director.
If the corporation eventually has two shareholders, then the Board of Directors will need at least two directors.
Similarly, if the corporation eventually has three or more shareholders, then the Board of Directors will need at least three directors.
Keep it simple and stay with one director for now, but remember these other Board requirements if the number of shareholders increases.
You can be the only director, as well as the only officer. Be sure to observe all of the corporate formalities and keep minutes of everything you do and to have annual meetings of shareholders and directors, even though you are the only one. It may seem silly, but failing to observe these technical requirements may expose you to personal liability by having the corporate veil pierced by a claimant.
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