Legal Question in Business Law in New York

Removing Officer from my corporation

I am the president of a small Web Design Corporation. We have total shares amounting to 200. I hold 101, my vice president 75, and our secretary 24. In order to cut costs and accomodate my vice-president's wishes, he will be resigning. What do I need to file with the state removing him as an officer of the company and from the board of directors? What should be done with his 75 shares of stock? Thank you in advance.


Asked on 3/27/02, 8:25 am

3 Answers from Attorneys

Norman Nadel Norman Nadel, Esq.

Re: Removing Officer from my corporation

There is a bi annual report filed with New York to reveal officers and directors. No one pays much attention to this form except to pay the filing fee.

As far as the shares go, it is property which belongs to the vice-president. He can sell them, give them away, keep them or just burn them. It is up to him.

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Answered on 3/27/02, 8:39 am
Robert R. Groezinger GroezingerLaw P.C.

Re: Removing Officer from my corporation

1. Look to your shareholders agreement, then

2. Update the info on the biannual registration form when you file it with the Sec of State (needs to be updated immediately if the President changes).

Good Luck

RRG

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Answered on 3/27/02, 8:58 am
Sarah Klug Law Office of Sarah Scova Klug PLLC

Re: Removing Officer from my corporation

You�ll need a letter of resignation wherein your VP resigns as an officer and director of the company. For good order�s sake, you may want to have a unanimous consent of your board of directors accepting both of these resignations.

Check your by-laws and make sure that his resignation from the board does not breach any requirement for a minimum number of directors. If so, in accordance with your by-laws, you will need to call a shareholders meeting and elect a new director.

Assuming this is a New York corporation, there will be some filing requirements with the Secretary of State (list of officers).

Finally, the stock is personal property belonging to the VP. However, check any stockholder�s agreement you may have, i.e., right of first refusal, sale upon resignation, etc.

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Answered on 3/29/02, 8:44 pm


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