Legal Question in Business Law in Maryland

Re: Change of officers

This can be done simply by calling a special meeting of the shareholders, presenting the change and voting on it. Since you are the controlling shareholder, the change will be approved. A simple set of minutes reflecting the change should be written and placed in your corporate record book. If you need assistance, contact me directly.

Re: Change of officers

Secretary/Treasurer is an office that is normally filled by appointment by the directors of the corporation. That would mean that the directors would hold a special meeting and vot to appoint a new set of officers naming you as the Secretary/Treasurer. The individual currently holding that position would, of course, retain the shares that they own in the company unless there is some buyout agreement that governs. To check on the procedures that are applicable to your corporation, read your bylaws. If the company never adopted bylaws, then the default provisions of the NJ statute governing corporations would apply.

See also: http://info.corbettlaw.net/lawguru.htm

Re: Change of officers

A meeting of shareholders with requisite formality is needed to approve the appointment of a new secretary/treasurer as well as potentially buy out the interest held. Your by-laws as well as state statute will provide guidance. If the company does not have an attorney this may be a good time to consider acquiring legal counsel to assist you with this and the many other corporate matters. Using an attorney for these matters frees you to attend to the business. My fees are reasonable.