Legal Question in Business Law in California
I would like to add my wife as a board member to my S-Corporation in California that has been established since 1996. What forms do I need to file?
3 Answers from Attorneys
You will need to do a resolution of the board and file a Statement of Information with the California Secretary of State.
The addition of a director should be done in conformity with the corporation's bylaws, which if well drafted will cover number of directors (maximum and minimum), how nominated, how elected (or appointed), and so forth. If you are presently the sole director and sole shareholder (except for shares owned jointly with your wife), you are unlikely to have any difficulties, but do document compliance with your bylaws in the corporate records. After you have added her, you need only file a new Statement of Information, Secretary of State Form SI-200-C.
The required statement for most corporations can be filed online at https://businessfilings.sos.ca.gov/. I believe the filing fee is $25.
As a Franchise Attorney I can only add one of piece of information. Usually, when one person, S-Corps are set up, the Blaws only provide for one director. If this is the case in your corporation, you will need to amend the bylaws in the appropriate manner to provide for 2 or more directors. Consult with a good business or franchise attorney in your area for specific advice.
Mr. Franchise - Kevin B. Murphy, B.S., M.B.A., J.D.
Franchise Foundations, a Professional Corporation
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