Updating Corporate Records - Can the Stockholder be a Director and Officer also?

[Tina Johnson]

In the corporate documents of a C corporation, can the new CEO of the 100% stockholder company (signing as sole stockholder) be a director and officer as well?

Company incorporated in Delaware.

 

[Taxing Matters]

In the corporate documents of a C corporation, can the new CEO of the 100% stockholder company (signing as sole stockholder) be a director and officer as well?

Company incorporated in Delaware.

By definition a CEO is an officer of the company. The company can decide to make the CEO a member of the board whether or not the CEO is a shareholder. Indeed, it is not uncommon with publicly traded companies to see nonshareholder board members. If the CEO is also the sole shareholder then of course he/she can be a member of the board — and might end up as its only board member.