Officers are responsible for the day-to-day actions of a corporation. The Officers are appointed by the Directors, controlled by the Directors, and report to the Directors. Officers usually have titles like President, CEO, Secretary, Treasurer, Vice President, CFO, etc. Still, the officer’s title is up to the directors, who can also choose a title that is entirely unique to the new officer’s role.
An officer of a corporation, especially with smaller businesses, may also be a director and shareholder. However, even if one person holds multiple roles, it is still just as important that proper record-keeping is maintained.
In Ontario, every corporation needs to have, at the very least, a President and a Secretary. Both positions can be (and often are) held by the same person. It is up to the directors to decide what title an officer receives and their role in the company.
Suppose your company plans to add an officer. In that case, some formal steps need to be taken in order to remain compliant and ensure there is a proper record of the new officer:
Step 1
Hold a meeting or pass a resolution in lieu of the meeting to approve the new officer.
Directors need to confirm and approve the new officer, and a record of this decision must be kept with the company’s corporate records (the Minute Book).
Step 2
Update the Officers’ Register.
This document lists all of the officers of the corporation (past and present), their addresses, the date they became an officer, and, if applicable, the date they ceased to be an officer.
Step 3
File a Notice of Change with the Ontario Business Registry to ensure they have the up-to-date officer information on file.
This should be done within 15 days of the appointment of an officer. Some jurisdictions do not need to know this information, so it’s important to check with your governing jurisdiction to learn what is required.
We hope this article gives you a better understanding of the role an officer plays in a corporation and how to add one. Officers are an invaluable part of any company. If you need assistance with adding a new officer to your company, we can help! Contact us here.
*This article focuses on Officers of Ontario corporations. Feel free to contact us if you have follow-up questions or want more information about the requirements for officers in another jurisdiction.
