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https://www.avvo.com/legal-answers/does-an-officer-of-a-ca-s-corporation-have-to-be-a-1021728.html#:~:text=An%20officer%20does%20no%20need%20to%20be%20a,Normally%20no%20amendment%20of%20the%20Bylaws%20is%20required.
https://aharonibusinesslaw.com/shareholders-board-officers/
by Galia Aharoni. If you own any type of corporation, there are three roles that need to be filled: shareholders, board of directors, and officers. If it’s a small business, the same people — or even just one person — can hold all three roles. But the roles can also be held by different people.
https://ndvlaw.com/on-corporate-officers-who-can-be-officers-of-a-corporation/
https://www.irs.gov/businesses/small-businesses-self-employed/s-corporation-employees-shareholders-and-corporate-officers
The fact that an officer is also a shareholder does not change this requirement. Such payments to the corporate officer are treated as wages. Courts have consistently held S corporation officers/shareholders who provide more than minor services to their corporation and receive, or are entitled to receive, compensation are subject to federal employment taxes. If an …
https://www.lawinc.com/learning-center/corporate-directors-officers-shareholders
A corporation that has only one shareholder need have only one director (who must be that shareholder). That shareholder must also serve as a President and Treasurer of the corporation. The other officers of the corporation in that situation generally need not be licensed persons.
https://corporations.uslegal.com/basics-of-corporations/shareholders-directors-and-officers/
However, courts will in some cases ignore this separate corporate identity and render the shareholders, officers, or directors personally liable for acts they have taken on the corporation’s behalf. This assignment of liability is known as piercing the corporate veil.
https://www.thevirtualattorney.com/blog/shareholders-officers-directors-whats-difference
In the case of a corporation being started by a single individual, there may be only one shareholder. That shareholder may also be the sole director as well as an officer (or all officers for that matter) at the same time.
https://badermartin.com/an-s-corporation-shareholder-and-an-officer-or-employee-avoid-irs-scrutiny-with-reasonable-compensation/
An often-cited example is that of an S corporation shareholder-officer who owns 100 percent of the corporate stock and receives a total of $100,000 from the corporation during the year. ... payments to non-shareholder employees. timing and manner of paying bonuses to key people. what comparable businesses pay for similar services.
https://axislc.com/public/is-an-officer-of-a-corporation-an-employee/
The answer to this question is “Generally yes, but it depends,” but to help you understand why, and when an officer of the corporation would NOT be an employee, it is important to discuss the legal issues at play. Rules are Different for Corporations than LLCs
https://www.avvo.com/legal-answers/does-an-officer-of-a-ca-s-corporation-have-to-be-a-1021728.html
An officer does no need to be a shareholder. An officer can be appointed by the Board of Directors. Normally no amendment of the Bylaws is required. You should have some corporate minutes by the Board and should file a new Statement of Information with the Secretary of State if the officer will be President, Secretary or Treasurer.
https://nonprofitlawblog.com/nonprofit-directors-and-officers-not-the-same-thing/
Cal. Corp. Code Sec. 5231 (a) Directors of a nonprofit corporation may be elected by its (voting) members, who have similar rights to the rights of a shareholder of a for-profit corporation except with respect to distributions of profits. More commonly, directors are elected by the board (such boards are often termed self-perpetuating ).
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