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OFFICERS - Undertaking Corporation's Day-to-Day Management

Contact Neufeld Legal PC for your incorporation legal work at 403-400-4092 / 905-616-8864 or Chris@NeufeldLegal.com

An officer of a corporation is a high-level executive appointed by the board of directors to manage the corporation's day-to-day operations and carry out the policies and strategic goals set by the Board of Directors. The specific roles and duties of each officer are typically defined in the corporation's bylaws or by the board of directors.

Corporate officers hold a position of trust and are considered fiduciaries of the corporation. As a result, they have legal duties that typically include:

• Duty of Care: They must exercise the care, diligence, and skill that a reasonably prudent person would in similar circumstances and be well-informed about the company's activities.

• Duty of Loyalty: They must act honestly, in good faith, and always in the best interests of the corporation and its shareholders, putting the corporation's interests above their own personal interests. This includes avoiding conflicts of interest.

Officers may be held personally liable for certain legal obligations related to their area of expertise, such as unpaid business taxes.

Whereas smaller corporations might only have a single individual serving as both the sole officer and director, together with being its sole shareholders, as corporations become more complex and engage more people in the management of the corporation, such that the corporate suite (C-suite) might well include various officers, potentially including:

• Chief Executive Officer (CEO): The highest-ranking officer; responsible for the corporation's entire operations and reports to the board.

• Chief Operating Officer (COO): Oversees the daily internal operations of the company, ensuring efficiency and productivity.

• Chief Financial Officer (CFO): Manages the corporation's finances, including financial planning, risk, record-keeping, and reporting.

• President: Often shares duties with the CEO or COO, typically focusing on running the day-to-day business or specific company areas.

• Vice President (VP): Helps the President or CEO by managing specific departments or strategic areas.

• Treasurer: Responsible for managing company funds, including budgeting, cash flow, and investments. In some companies, this role is combined with the CFO.

• Secretary: Responsible for corporate governance, including maintaining corporate records, issuing meeting notices, and recording minutes for board and shareholder meetings.

When corporate matters require professional legal advice and strategic direction, look to the experienced legal representation that corporate clients have relied upon for over two decades. To schedule an initial consultation, contact our law firm at strong>403-400-4092 [Alberta], 905-616-8864 [Ontario] or via email at Chris@NeufeldLegal.com.