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Ask a Lawyer -- Corporations
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Brought to you by MedLawPlus.com®-- Corporate Bylaws and initial board of directors resolution Price: $14.99 (free trial) |
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Question: Does the corporate secretary have any legal obligations or liabilities when the director and sole shareholder dies with no will in place? Does the corporation need to be disolved and by whom and who is responsible for business debt? Submitted by: Traci, Illinois 09/02/2009. Response: Assuming there are no other officers, the corporate secretary may now be the acting president. Check the bylaws to find out. Corporate offices are not hereditary. The board of directors vote to replace officers and shareholders vote to replace directors. If I understand the question correctly, there are no officers (other than the secretary) and no directors. The first order of business is to open up a probate estate for the deceased sole shareholder. Preference for the position of estate executor is normally given to the spouse and, if unmarried, close relatives. Once appointed, the executor can then act as the sole shareholder of the corporation and appoint a board of directors who can then appoint replacement officers. In cases where the decedent died insolvent but owning valuable assets, I have seen a major creditor ask to be named executor (usually the creditor's lawyer) where the relatives of the deceased fail to do so. Posted By: JJR 09/03/2009. Add A Comment |
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