Corporations Corporate Officers Law & Legal Definition


Corporate officers are the people with day-to-day responsibility for running the corporation, such as the chief executive, chief financial officer and treasurer. A corporate officer is a high-level management official of a corporation or an unincorporated business, hired by the board of directors of a corporation or the owner of a business, such as a president, vice president, secretary, financial officer or chief executive officer (CEO). Such officers have the actual or apparent authority to contract or otherwise act on behalf of the corporation or business.

Officers serve at the pleasure of the Board of Directors, unless the articles of incorporation or bylaws state otherwise. Requirements for the number of votes necessary for removal and whether the removal may be with or withour cause vary by coproration. The Board may terminate an officer at any time, subject only to any rights the officer might have under an employment agreement. Similarly, an officer may resign at any time, subject to notice or other requirements set forth in an employment agreement.

An officer’s resignation does not affect any contractual obligations of the corporation for documents that were signed by the officer on behalf of the corporation while he or she was an officer.