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  1. #1
    Join Date
    May 2012
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    1

    Default Removing an Offier from a Small Corporation in Anticipation of Divorce

    My question involves a marriage in the state of: California

    If an small family S Corp set up manage a piece of property and having with 3 officers. President, Secretary and Assistant Secretary/Treasurer. President and Assistant Secretary/Treasurer were married and now in process of divorce. There are 2 stockholders, each have an equal 1/3 share. 2 of the stockholders are corporate officers (President and Secretary) and the other officer (Assistant Secretary/treasurer) has no interest other than corporate officer with no voting rights. Yearly Corporate minutes were done, a quorum (majority) was present (President and Secretary) and it was voted that the Assistant Secretary/Treasurer be removed and that the President be elected to the secondary office of Secretary. The Corp Minutes were herd January 15 and the Assistant Secretary/Treasurer filed for divorce from the President on January 20. The Assistant Secretary/Treasurer was not notified of the meeting as there was no communication between the parties involved. The question is, is it legal to have removed the Assistant Secretary/Treasurer? If not, what would have made this legal?

  2. #2
    Join Date
    Sep 2005
    Location
    Behind a Desk
    Posts
    74,068

    Default Re: Removing an Offier from a Small Corporation in Anticipation of Divorce

    Under California law it's permissible for a corporation to have only one shareholder and only one director - if there is one director he would hold all standard officer positions: President, CFO/Treasurer and Secretary.

    As for whether that's consistent with the corporation's bylaws, or what they require, I can't say.

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