What is the process for changing corporate officers?

In Texas, the process for changing corporate officers begins with a board of directors resolution. This resolution must appoint a new person to the position, usually specifying the title, responsibilities, and term of service for the new officer. The board of directors must also file a Certificate of Appointment of Officers with the Texas Secretary of State. This certificate includes the name of the corporation, the new officer’s name, the newly appointed officer’s title, and the date on which the appointment becomes effective. Lastly, the corporation must also file a Statement of Officers that includes the name, title, and residence of each corporate officer. The appointment of a new officer also requires the corporation to notify the new officer of his or her appointment and inform the new officer of his or her responsibilities. Furthermore, the new officer must sign a written acceptance of the appointment and a written acknowledgement of the corporation’s bylaws and other governing documents. This must be submitted to the corporation prior to taking on the required duties of his or her office. Lastly, the corporation should also notify the IRS of the new officer’s appointment by filing a Form 8886, Reportable Transaction Disclosure Statement. This form informs the IRS of changes that may require them to change the corporation’s income tax return. With all of these steps completed, the corporate officer has been legally changed.

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What is the process for changing corporate officers?

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