Officers in a Delaware Corporation: Titles, Roles & Duties

Officers in a Delaware corporation, close corporation, or public benefit corporation assume a significant part in the everyday tasks and the management of the organization.


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    Table of Contents

    roles and duties of officers in a delaware corporation

    Overview: Officers in a Delaware Corporation

    Officers in a Delaware corporation, close corporation, or public benefit corporation assume a significant part in the everyday tasks and the management of the organization.

    The duties and titles of officials are customarily explained in the organization’s bylaws.

    Eventually, such officers wouldn’t be named on the Certificate of Incorporation filed with Delaware.

    The Board of Directors appoints the officers. They then interpret the Board’s vision and set the wheels in motion for achieving the goals best suited to the success of the business.

    Residents of countries that are restricted by the U.S. Treasury Dept. are exempted from this privilege. Anyone can be an officer in a Delaware corporation and can work from any part of the world.

    Common Titles for Officers in a Delaware corporation

    • Executive Officer (also known as Chief Executive Officer, President): Responsible to oversee the overall activities of the company and the signing of stock certificates that have been issued to shareholders.
    • Secretary: Maintains detailed records of the corporation and prepares meeting minutes of internal shareholders.
    • Treasurer: Responsible to manage all financials, including reporting and finance records. Such officers are even recognized as Chief Financial Officers or CFO.

    There are no required positions for officers that Delaware corporations must hold, unlike other states. An entire Delaware corporation can be made up of one person. Delaware corporations usually have at least one president and a secretary. 

    It’s very normal for any new startup to have a sole officer, director, and shareholder. Although, as the firm thrives, so will it’s executive. Many people believe that Delaware must be notified of any director changes.

    However, Delaware does not require a list of current directors to be filed with the annual report. The Board of Directors possesses an entire grip over the appointing of officials.

    However, officers can be removed if necessary, provided that they are subject to any valid employment contract. The bylaws of the firm will regulate the process for eliminating an officer. Generally, it is determined by a majority of directors.

    The bylaws may include certain outlay that expects a specific voting majority. This is why it can be beneficial for corporations to have a set of well-drafted bylaws.

    The corporation must file a list of directors’ addresses and names on its Annual Report. Although, each copy of documents should be delivered by March 1, every year. It requires the signature of one director or officer. If no officers have been appointed, you can file your online state filing.

    Duties of Officers in a Delaware Corporation

    Officers will be elected in this manner. They shall serve their terms for the period prescribed by the bylaws, or as determined by the board or other governing body.

    Each officer will hold office until the election and qualification of a successor or until resignation or removal. Any officer could withdraw at any period by providing written notification to the firm.

    1. A corporation can obtain the fidelity of any or every officer or agent by bond or other means.
    2. The failure to elect officers does not cause the corporation’s dissolution or other adverse effects.
    3. Any vacancy in a department of the firm due to death, resignation, expulsion, or any other explanation will be injected as per the bylaws. The board of directors, or any other regulating body, will serve the vacancy if there is no such condition.


    Officers of Delaware’s common corporations play a significant part in the day-to-day procedures & oversight of the firm. The roles and titles of officers are traditionally spelled out in the company’s bylaws.

    However, to know more about the Role of Officers in a Delaware Corporation, then we are ODINT Consultancy, here to help you out in each & every step of yours.


    Just the Secretary and President are compelled to serve in officer positions.

    Officers of a firm are the key management executives accountable for the day-to-day strategies of the firm

    A board of directors is required for any corporation that has been incorporated in Delaware and Washington.