The officers of a corporation are responsible for the day-to-day operation of the corporation. Officers are appointed by the directors and, together with the directors, form the management of the corporation. Officers can fill any position in the corporation that directors want them to fill (president, secretary or any other position). Any individual can be an officer of your corporation. Officers can be shareholders or directors of the corporation, or both, but they do not have to be. One person could act as a director, officer and shareholder simultaneously. For many small businesses, one individual is the sole director, the sole officer and the sole shareholder.

Because the scope of authority of the corporation’s management (the directors and officers) is so broad, the law imposes a wide range of duties and liabilities on them. In general, these duties and liabilities reflect the position of trust that directors and officers hold in relation to the corporation and its owners, the shareholders.

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