Legal Question in Business Law in California

Re: corporate officer resignation

Send your resignation to the corporate secretary, and for good measure, one or two of the more active Board members.

Corporations Code section 312(b) provides (in part) that "Any officer may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party."

The latter provision means that, for example, if you have a contract with the corporation to serve as its president for five years, and you tender your resignation after three years, the contract doesn't prevent you resignation from being fully effective, but also you are not relieved of the consequences, if any, of your breach of contract including possibly owing the corporation some money damages. Such contracts are not very usual and this provision may not affect you at all.