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  #1  
Old 06-16-2009, 03:44 AM
liteon liteon is offline
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Default President, treasurer and secretary

Hi

we will be starting a company, in Florida, and there are 4 of us. We will all be owners, shareholders. We were told we need to appoint president, treasurer and secretary. But I have no idea what any of these roles include. The internet is full of suggestion of what they are supposed to do, but I'm more interested in legal responsibilities, who can/need to sign which papers and who can't do that. Who can and who can't sign bank papers, who can and who can't sign other company's legal papers...

OR all these roles can do everything, in terms of banks, lawyers, registrations (if any is needed), documentations, legal papers...

I don't know how to decide which one of us to appoint to which role. We do have different percentages of the company, 40,30,20,10, but we will all work and have our own duties regarding the project. We will not have any employees.

Please, if someone can describe the most important differences between these roles.

Thank you
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  #3  
Old 08-22-2009, 11:20 AM
David Staub David Staub is offline
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Default

Under the Florida Business Corporation Act:

(1) A corporation shall have the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.

(2) A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.

(3) The bylaws or the board of directors shall delegate to one of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the corporation.

(4) The same individual may simultaneously hold more than one office in a corporation.

Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of any officer authorized by the bylaws or the board of directors to prescribe the duties of other officers.

In other words, you are free to choose what officers your corporation has, and what their rights and duties are (who can sign contracts and who cannot, who can write checks, etc...). Just be sure to spell it out clearly, preferably in the corporation's bylaws.



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David K. Staub is an Illinois tax and business attorney and author of the Limited Liability Company Center.
Forum posts are not legal advice, are for informational and educational purposes only, and are not a substitute for proper consultation with legal counsel.
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