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HomeCorporations CodeCh. 2Art. 1§ 12353 Corporate Officer Requirements

§ 12353 Corporate Officer Requirements

Corporations Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 12353 Corporate Officer Requirements

This law tells how a corporation must pick its top leaders and other officers, what jobs they have, and how they can be chosen or quit.

Key Takeaways

  • •A corporation must have a chair (or president), a secretary, and a treasurer or chief financial officer.
  • •The chair or president is the top boss unless the paperwork says otherwise.
  • •If there is no chief financial officer, the treasurer automatically fills that role.
  • •One person can hold more than one office unless the rules say they can't.
  • •The board picks the officers and can remove them at any time, and officers can resign with a simple written notice.

Example

A small community garden corporation needs to name people to run it.

The garden must have a chair (or president), a secretary, a treasurer or chief financial officer, and can add other officers if needed. The chair or president leads the group, the treasurer handles money unless a chief financial officer is named, and any of these people can also hold other titles. The board chooses the officers and can let them go whenever it wants, and any officer can quit by sending a written notice.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source
View on CA.gov

§ 12353 Corporate Officer Requirements

(a) A corporation shall have (1) a chair of the board, who may be given the title chair, chairperson, chair of the board, or chairperson of the board, or a president or both, (2) a secretary, (3) a treasurer or a chief financial officer or both, and (4) any other officers with any titles and duties as shall be stated in the bylaws or determined by the board and as may be necessary to enable it to sign instruments. The president, or if there is no president the chair of the board, is the chief executive officer of the corporation, unless otherwise provided in the articles or bylaws. Unless otherwise specified in the articles or the bylaws, if there is no chief financial officer, the treasurer is the chief financial officer of the corporation. Any number of offices may be held by the same person unless the articles or bylaws provide otherwise. Either the chair of the board or the president shall be elected from among those board members elected by the membership of the corporation. (b) Except as otherwise provided by the articles or bylaws, officers shall be chosen by the board and serve at the pleasure of the board, subject to the rights, if any, of an officer under any contract of employment. 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. (Amended by Stats. 2022, Ch. 617, Sec. 76. (SB 1202) Effective January 1, 2023.)

Last verified: January 10, 2026

Key Terms

chair of the boardpresidentchief executive officersecretarytreasurerchief financial officerofficersboardarticlesbylaws

Related Statutes

  • § 7213 Corporate Officer Requirements
  • § 9213 Corporate Officer Requirements
  • § 5214 Corporate Officer Signing Authority
  • § 7214 Corporate Officer Signing Authority
  • § 9214 Corporate Officer Signing Authority

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 12353.
View Official Source