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Richard - Bizlaw
Richard - Bizlaw, Attorney
Category: Business Law
Satisfied Customers: 8725
Experience:  30 years of corporate, litigation and international law
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Hello. There are three of us that are officers of a Nevada

Customer Question

Hello. There are three of us that are officers of a Nevada S Corp. I am the President and the Treasurer, the second officer is the Director and the third is the Secretary.

I am a signer for corporate documents and so is the Secretary. All three of us are signers on the corporate bank account.

This is my three-fold question: We want to give the Director the ability to sign corporate documents too so that all three of us are able to do so. It's a convenience issue as one officer is hard to reach and lives far away.

1. Is there any reason why the Director cannot sign documents too?
2. How, SPECIFICALLY, do we add her as a signer? We are new at this....
3. Is it ok for a Director and a President/Treasurer to sign docs or a Director and Secretary to sign? In other words, does it matter legally or in any other way what combination of officers or quantity of officers sign docs?

If it matters at all (may not) we all live in the state of Washington, but our S Corp is a Nevada S Corp.

Thank you!
Nathan
Submitted: 1 year ago.
Category: Business Law
Expert:  Richard - Bizlaw replied 1 year ago.

bizlaw :

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.

bizlaw :

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.

Customer:

Thank you for your prompt answer. So, HOW exactly do we change her from Director to Treasurer or Vice President?

Customer:

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?

bizlaw :

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.

Customer:

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.

bizlaw :

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.

Customer:

Much appreciated, many thanks. Have a great day.

Richard - Bizlaw, Attorney
Category: Business Law
Satisfied Customers: 8725
Experience: 30 years of corporate, litigation and international law
Richard - Bizlaw and 8 other Business Law Specialists are ready to help you
Customer: replied 1 year ago.

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?

Expert:  Richard - Bizlaw replied 1 year ago.
You can wait until you renew. Only if you change or add shareholders do you need to refile promptly. Thank you for the excellent rating.
Customer: replied 1 year ago.

Thanks again.

Expert:  Richard - Bizlaw replied 1 year ago.
You are welcome
Expert:  Richard - Bizlaw replied 1 year ago.
Hi Nathan,


I'm just following up with you to see how everything is going. Did my answer help?


Let me know,if you have any more questions.
Bizlaw
Customer: replied 1 year ago.

Hi there,


 


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?

Expert:  Richard - Bizlaw replied 1 year ago.
For Nevada purposes you only need to show the change in officers when you file your annual report. You do not need to make any interim filing. As for the S corp election, you only need to update your filing when you change shareholders. Good luck
Customer: replied 1 year ago.

Thanks again very much for confirming.


 


Blessings.


 

Expert:  Richard - Bizlaw replied 1 year ago.
Blessings to you too and good luck

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