Legal Question in Business Law in California

Re: Corporation Law

If you're asking because 'you are one' and need to know, I strongly suggest you get actual legal advice from an attorney you consult and explain all the facts to. There are many legal and ethical responsibilities owed by officers to the corporation, the government and the public. What you don't know can hurt you.

If you are considering a legal claim against corporate officers, the same advice applies.

What you learn from anonymous internet sources is NOT legal advice you can rely upon, and certainly not anything you could use to prepare offensive or defensive pleadings in a lawsuit. If you actually need legal help, either way, feel free to contact me.

Re: Corporation Law

The answer really depends upon to whom the responsibilities are owed. Within the corporation itself, the bylaws should specify the duties and responsibilities assigned to each officer. In addition, since the officers serve at the pleasure of the board of directors, the board's resolutions may give the officers added (or lessened) powers and duties.

With respect to outsiders, the legal responsibilities of officers is a broader subject, impossible to cover or even scratch the surface in a bulletin-board type reply. Among other things, the responsibilities may be shared, or belong entirely, to the directors, rather than the officers. A few responsibilities worth mentioning:

1) High-ranking officers especially will be regarded as authorized agents of the corporation, and deals they make and papers they sign are likely to be enforceable against the corporation whether or not the officer had actual authority; the liability rests on presumed authority arising out of the office held.

2) Officers sometimes have fiduciary responsibilities to the corporation, the board, the shareholders and to each other; thesde duties could include duties of care and loyalty.

3) There are responsibilities the law pins on the corporation as a whole, without specifying which officer must carry out that duty; e.g., all corporations must file tax returns and statements of officers, and some must file periodic financial reports.

4) There can be personal liability of officers for failure to remit withholding taxes. The IRS will pin personal liability on any officer who had authority to write checks, and did in fact write checks to people other than the IRS during the time withholding deposits weren't being made on time.

This just scratches the surface. It would be helpful if you re-asked your question and focused on a particular office and a paerticular area of possible responsibility.