Legal Question in Business Law in California

There is no particular law about it. It is generally governed by the corporate bylaws. If the corporate bylaws don't cover it, then it is just like quitting any other job. There is no requirement that you do anything with the state except make sure to file a new statment of officers when it next comes due with Secretary of State, rather than let the old statement renew.

The resignation of a corporate officer is covered by Corporations Code section 312, subpart (b). The second sentence thereof reads, "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."

Immediate filing of a new SI-200 (Statement of Information) form with the Secretary of State is not necessary unless the person resigning was also the registered agent for service of process and is also resigning from that post. In that case, the corporation must appoint a new agent and submit a new SI-200. Corporations Code section 1502(e).

Finally, a corporation must have three officers: a chairman of the board or president, a secretary, and a cheif financial officer. Corporations Code section 312(a). There is no specific requirement or restriction on other officers or different titles, but someone must be assigned to each capacity and named on the SI-200. Thus, if the resignation creates a situation where there is no chairman of the board or president, the corporation must appoint someone to fill that vacancy. One person may hold one or more titles.

The other attorneys are right on point. The only other advice is to check your employment agreement, if there is one, to see the advance notice, etc. requirements if you resign. Consult with an attorney in your area for specifics.

Kevin B. Murphy, B.S., M.B.A., J.D. - Mr. Franchise

Franchise Attorney