Legal Question in Business Law in New York

We're a small startup attempting to change CEO's. We only have 3 officers and no employees - so no payroll or anything. We're just trying to promote the CTO to the CEO officially within company by-laws. Are there any legal forms we must fill out to leave a paper trail? Anything we should know or can we just promote him from within? Any help is appreciated!


Asked on 6/11/14, 4:59 pm

1 Answer from Attorneys

Generally speaking, if it's a corporation then the board of directors of the company would enact a resolution in connection with the CTO's promotion. If it's an LLC then the operating agreement may specify who can vote and how the vote is to be had. If the operating agreement is silent then a simple majority of the members is generally sufficient to enact a company resolution.

You've also raised the issue of having three offices, no employees and no payroll and though that would not effect the issue of the CTO's promotion, it may raise warning flags with agencies of New York State, especially if the company is a corporation.

I highly recommend that you "bite the bullet", so to speak, and consult with a business attorney. My rate for startups is significantly discounted and a review of possible issues as well as creating the proper "paper trail" in connection with the CTO's promotion should not be an expensive proposition.

Feel free to contact me directly.

Roman R. Fichman, Esq.

www.TheLegalists.com │ @TheLegalist

email: Info (@) TheLegalists (dot) com

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Answered on 6/11/14, 7:51 pm


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