About Officers

What are Officers of a Corporation?

Officers are appointed by the directors of a corporation. In most small private corporations they carry out mainly ceremonial roles set out in the corporation’s by-laws, including acting as the chair of a meeting, taking minutes, and presenting financial statements.

What are Typical Officer Positions?

The most common officer positions for small private corporations are President, Secretary and Treasurer. Other common positions include Vice President, CEO and General Manager.

Who Can Be an Officer?

Rules regarding the appointment of officers vary by jurisdiction and can change depending on a corporation’s by-laws, Articles and any Unanimous Shareholder Agreement. Generally, an officer should meet the minimum requirements for acting as a director.

Can Officers Be Liable?

Like Directors, officers can be liable for acts or omissions of the corporation. Officers owe a duty of care to the corporation and are required to:

• Act honestly and in good faith with a view to the best interests of the corporation
• Exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances

Can Officers Be Paid?

Officers can be paid for services rendered. If you’re considering making payments to an officer, we strongly recommend seeking advice from an accountant or financial advisor first, since the manner in which payments are made can have a significant impact on taxes payable.