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Hello, I will try to help you. Please remember I just report or interpret the law, so the outcome may not be what you hoped for. The solution to the first two questions is relatively simple. First the President is not normally also the Treasurer. I suggest you make the Director also Treasurer. That will give her an officer position. Only officers as a rule can sign corporate documents. Directors cannot sign as a rule because they are not officers under the bylaws of most companies. By making her a Treasurer or Vice President, she will be one of the officers listed in your bylaws and thus empowered to sign on behalf of the corporation. Once she is made an officer, there is no other action you need to take for her sign corporate. On question 3 a director is generally not an authorized signer on documents because the corporate action in terms of day to day activities or to put into effect corporate action, the action must be taken by an officer not a director. By making her an officer, you have eliminated the problem. There is no problem in having multiple officers sign a document.
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Thank you for your prompt answer. So, HOW exactly do we change her from Director to Treasurer or Vice President?
And just to clarify, so when needing to sign corporate documents, any ONE of can do so, or a combination of any two of us, right?
To make her Treasurer or Vice President, just adopt a resolution of the Board of Directors appointing her as one of those officers. That is all you need to do. On your clarification question, you are correct, any one can sign or any combination of you. Sometimes corporate documents require the signature of an officer and an attestation by a secretary. To cover that eventuality, you can also make the director an assistant secretary. That way she can attest a document you as president sign or that the Secretary signs. Sometimes Secretaries are not perceived as having the power to sign corporate documents. You might consider making the secretary a Vice President as well as Secretary. YOu could do the same for the director so she is both Treasurer and Vice President. If I have answered all your questions, please rate my answer excellent as that is how I am compensated. If you have more questions, please let me know. If the answer was especially helpful you can provide a bonus.
Thanks very much for good, concise answers. As an attorney, do you have any good book recommendations from Amazon that might help us navigate this type of stuff better? We are trying to learn more about it. Thought you might know of one that you have recommended to others in our situation.
I do not know a book to recommend to you. Amazon sells S corporations for dummies but I have never read it. You could try that. You can always come back to this site for questions in the future. If you have any more questions let me know.
Much appreciated, many thanks. Have a great day.
Actually, one more question did just come to mind - do we need to re-file with the Nevada Secretary of State now that we have changed our officers, or is it ok to wait until the renewal time next spring?
Thank you for following up with me. Ye,s you were very helpful.
Really, the only ongoing question we do have is about whether or not we must renew now or later with the Nevada Secretary of State. My colleagues are saying that we three are shareholders and we are also each transferring/assigning assets (from personal to corporation) to the corporation. So - if we are all now officers who can sign corporate documents and we are each also shareholders and assigning assets to the S Corp, should we go ahead and re-file with the state of Nevada now reporting the change of officer?
Thanks again very much for confirming.
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