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Author Topic: Officer Titles  (Read 5911 times)
 
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AuditorLisa
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« on: September 11, 2008, 04:03:04 PM »

What is your opinion of "nonstandard" or "self stylized"  officers titles.

We have seen a few accounts that have interesting titles for their officers. In reviewing the corporate documents the titles, persons, empowerment and ownership all are detailed.

One title was Quality Controller. This person owned stock in a closed corporation, was empowered by the board and had that title listed in the corporate paperwork.

I remember reading SOMEWHERE that stated something about officers titles and the self stylized aspect, but that brain cell may have died.   Embarrassed 

(additional Info)

The corporation has met the requirements by having executives titled as Pres., VP etc. 
« Last Edit: September 11, 2008, 06:57:12 PM by AuditorLisa » Logged
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« Reply #1 on: September 11, 2008, 08:16:54 PM »

Hi AuditorLisa!

Although I don't have a reference for you, it is my understanding that corporations and LLC's have complete freedom to assign whatever titles they wish.  For purposes of exclusion and application of officer minimum and maximum payroll limitations, the determining factor is whether or not they are enumerated in and empowered by the corporate charter or minutes and elected or appointed and empowered by the directors, or set forth in the LLC's operating agreement (CA USRP Part 3, Section V, Paragraph 1.j).  I suppose if they were listed as Chief Cook & Bottle Washer, we would have to apply the minimum/maximum (or, exclude if applicable).

The most unusual title I've come accross for an officer listed in the minutes is General Manager, but I've heard that some of the Silcon Valley tech companies have some pretty creative titles.  I once audited a bank that contained a blanket statement that all employees with any of 4-5 titles enumerated in the minutes were corporate officers.  So, each year I had to segregate the payroll for about 150 individual officers and prorate about half of them due to various beginning and ending effective dates.

Not everyone with a title is an officer, however.  Most banks, for example, have a number of VP's but only a handful are actually listed in the minutes.  Without being listed as an officer in the minutes, even a titular VP (i.e. in title only) is to be included at actual payroll.

The distinguishing characteristic is liability: someone with a mere title (even if they own stock) is not authorized to enter into and dissolve contracts on behalf of the company; cannot cause the company to incur debt; is not liable for actions of the company, etc.
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« Reply #2 on: September 12, 2008, 10:46:17 AM »

I remember going around and around with one large bank regarding "company" titles and "corporate" titles.  geesh.

Thank you for confirming that empowerment within the corporation is the key. 

That was my interpretation but some persons only want to accept the standard titles.  I'll keeping looking for something more specific to bolster my case.

If I find anything I'll post it here.

Thanks again!
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« Reply #3 on: September 12, 2008, 12:36:40 PM »

I guess I just can't quite find the right search terms because I'm having trouble locating a good solid resource for you on this.  But here's something from a software publisher called You must login to view links.
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The Corporate Housekeeper
(under the heading "Officers"):
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Almost all states have certain officer titles which must exist. Some of these requirements are hidden in the statutes. Delaware, on its face, requires no specific titles -- however, the law provides that one must have officers to properly sign stock certificates and requires a President or Vice President and either a Secretary or Treasurer (or Assistant Secretary or Treasurer) for that purpose. Thus, the [Corporate Housekeeper] Data Base requires that one have a President, Secretary and Treasurer in Delaware even though it would suffice to have only a President and say Secretary to comply. All states permit a corporation to name as many other titles as they wish. Thus, besides the required officer titles, you may have a Chief Pooha, Scribe, Keeper of the Keys, Minion or whatever suits your fancy.

I realize this carries no legal weight but it does support the idea that the regulations vary from state to state and that, aside from certain required titles, there is freedom to create titles as the incorporators see fit.  For our purposes, the only requirement is that they are named as an officer in the minutes as detailed in the USRP section I referred to previously.
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« Reply #4 on: September 12, 2008, 01:06:58 PM »

 Cheesy

Wow! like minds........During my research I found the exact thing you did. 

I contacted an attorney friend and he confirms that as long as the title is shown on the corporate documents and duties/responsibilities are assigned (empowerment) then this is a recognized title.

As an aside; he tells me that the CA corporation forms are printed with President, VP, Treasurer and Secretary already on the forms.  So it might be interesting to see the original filings and compare them to the corporate minutes when I come across another of the "odd" titles.
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« Reply #5 on: September 12, 2008, 01:24:48 PM »

Hi AuditorLisa!  Here's the You must login to view links.
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CA Labor Code
(emphasis added):
Quote
312.  (a) A corporation shall have a chairman of the board or a
president or both, a secretary, a chief financial officer and such
other officers with such titles and duties as shall be stated in the
bylaws or determined by the board and as may be necessary to enable
it to sign instruments and share certificates.
  The president, or if
there is no president the chairman of the board, is the general
manager and chief executive officer of the corporation, unless
otherwise provided in the articles or bylaws.  Any number of offices
may be held by the same person unless the articles or bylaws provide
otherwise.
...as cited in the instructions for completing lines 5-7 of You must login to view links.
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CA's Statement of Information (form SI-200 C)
; and...
Quote
5213.  (a) A corporation shall have a chairman of the board or a
president or both, a secretary, a chief financial officer and such
other officers with such titles and duties as shall be stated in the
bylaws or determined by the board and as may be necessary to enable
it to sign instruments.
  The president, or if there is no president
the chairman of the board, is the general manager and chief executive
officer of the corporation, unless otherwise provided in the
articles or bylaws.  Any number of offices may be held by the same
person unless the articles or bylaws provide otherwise, except that
neither the secretary nor the chief financial officer may serve
concurrently as the president or chairman of the board.
and...
Quote
9213.  (a) A corporation shall have a chairman of the board or a
president or both, a secretary, a chief financial officer and such
other officers with such titles and duties as shall be stated in the
bylaws or determined by the board and as may be necessary to enable
it to sign instruments.
  The president, or if there is no president,
the chairman of the board, is the general manager and chief executive
officer of the corporation, unless otherwise provided in the
articles or bylaws.  Any number of offices may be held by the same
person unless the articles or bylaws provide otherwise, except that
neither the secretary nor the chief financial officer may serve
concurrently as the president or chairman of the board.
...as cited in the instructions for completing lines  lines 4-6 of You must login to view links.
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CA's Statement of Information (form SI-100)
.

Section 312a is from the Corporations Code: TITLE 1. CORPORATIONS
Section 5213 is from the Corporations Code: PART 2. NONPROFIT PUBLIC BENEFIT CORPORATIONS
Section 9213 is from the Corporations Code: PART 4. NONPROFIT RELIGIOUS CORPORATIONS

There may be more officers listed in the minutes than are listed on these forms, since they only need to list the required officers on the form.  Of course, officers may have multiple titles also.

...hope that helps  Wink
« Last Edit: September 12, 2008, 01:28:44 PM by AuditorBob » Logged

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