A is 50% owner, director and officer of cloud services C Corporation incorporated in NV and foreign entity in CA.
B is 50% owner, director, officer but is not a US citizen and resides outside of USA.
A starts new job and cannot be employed by company anymore.
A will resign from all positions: director, officer but will remain 50% owner.
The company will not have any employees in USA; will de-register from CA; will remain in NV.
1) When A resigns all officers and director positions will be held by B (out of USA) - what are the implications?
2) Who will sign papers for government agencies IRS etc - how to handle signatures?
3) Currently address to government agencies is home of A in CA - what address to put on forms? The NV Residence Agent address?
4. Please, list other issues
It is not necessary that an officer or director be a US resident. It is not necessary that the officer (probably President) who signs papers (e.g. tax returns) reside in the US. You can hire a firm or a lawyer to act as Agent for Service for Process.
One would have to know much more to raise other issues.
The above is general legal and business analysis. It is not "legal advice" 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.
1 - The shareholders need to ensure that B is the sole director in accordance with the bylaws (amending the bylaws to change the number of directors, if necessary), and B, as director, needs to approve a resolution appointing B to all officer positions.
2 - B will sign each document as the applicable officer. Being outside the US is not a problem.
3 - No, the resident agent does not want to receive the corporation's business communications and will be upset if its address is used for that purpose. A lawyer or accountant / tax advisor might let the corporation use his or her address.
4 - I have dozens of foreign clients and have blogged extensively about the challenges they face. You might find it helpful to go to the page at the link below and follow links from there.
This information does not constitute legal advice and does not establish an attorney-client relationship.
My colleagues are correct that Nevada does not require the shareholders, officers or directors of a NV corporation to be US citizens or US residents. So in that regard, even though B resides outside of the US, B can replace A on the List of Officers, which can be filed through Nevada's Silverflume system. The updated list showing B as the sole officer and director should be filed on the day of A's resignation. Both A and B's status as shareholders will remain unchanged.
Because there may be other issues at stake, such as certain licenses or contracts which may require a US physical presence, and because there is a concern regarding signing for IRS or other government agency correspondence, I would advise you to speak with a corporate attorney in greater detail. Your NV Resident Agent's address should not be used as an office address without their consent, but they may provide this as an additional service.
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