Incorporating your company is just one step in the journey of company formation. Once incorporated, you will need to go through a number of post-incorporation steps, including appointing corporate officers for your company. The officers of your company will be appointed by your Board of Directors (either in meeting minutes or a written and signed board consent) and are authorized to act on behalf of the company; they are responsible for the day-to-day operations of the business.

Many startups will begin with officers in some variation of these three roles, which are typically detailed in your company’s bylaws:

• CEO/President: responsible for leading and managing company activities overall, as well as executing contracts.
• CFO/Treasurer: responsible for company financials.
• Secretary: responsible for company records, including meeting minutes from Board of Directors meetings and internal shareholder meetings.

Is your company a one-person show? Not to worry there isn’t a limit to the number of offices that you can hold and, in many cases, particularly for early-stage companies, one person holds all the offices. Sometimes your job title and role at the company may be different than the office you hold, and that’s okay! If your company decides to create any new officer roles these need to be included in the amended company bylaws; however, the creation of new officer roles beyond what is typically found in existing bylaws is rare.

There are a few specific things that are important to note about the duties of corporate officers for your Delaware C Corporation:

• Meeting Minutes Responsibility: Delaware C Corporations have flexibility on how many and which officers they appoint, but they must have one whose duty it is to record and maintain the minutes of stockholder and board meetings, i.e., the secretary.

• Stock Certificate Signatures: Under Delaware law, stock certificates must be signed by two officers who are authorized to do so. If you hold multiple officer roles, you can sign as both officers.

Last but not least, don’t forget about foreign state requirements. States where you complete a foreign state registration may have different rules about required officers for your corporation; consult with your attorney to make sure that you don’t run afoul of these (for more on foreign state registration, see our blog post on the topic).

Are you ready to form your own Delaware C Corporation? Fidelity can help you incorporate your company and walk you through the post-incorporation process, including appointing corporate officers.

Fidelity does not provide legal or tax advice. The information herein is general in nature and should not be considered legal or tax advice. Consult an attorney or tax professional regarding your specific situation.