Board Directors Corporate Without Shareholder In North Carolina
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FAQ
Unless the corporation's Articles of Incorporation provide otherwise, a director is not required to be a shareholder of the corporation. In addition, certain jurisdictions require a director to be a Canadian resident - see below. Majority of directors must be Canadian residents.
First, a corporation must have at least one stockholder ( presumably yourself, in your question). Some states require a certain minimum number of officers and Board members, none of which are REQUIRED to be shareholders.
Unless specified in the articles of association, a director is not required to be a shareholder, and a shareholder has no automatic right to be a director. Although there's no automatic right, there is nothing preventing directors from also being shareholders.
Typically, a director is (or should be) a shareholder in the company. Directors are appointed, i.e. voted into office, by the shareholders of a company at a properly convened meeting of shareholders.
Corporate officers may also have an ownership interest by holding shares, meaning that they can vote at shareholders' meetings, but this is not mandatory.
Directors do not have to hold shares in a limited company Nevertheless, it's common for at least one person in a company to hold both positions simultaneously. In most companies, directors hold shares, whether they are founding members or have been appointed to run the business on behalf of the other shareholders.
Directors must have legal and mental capacity to fulfil their responsibilities. Certain individuals, such as those with bankruptcy or legal misconduct, are disqualified from being directors. Directors have a duty to act in good faith and in the best interests of the company.
The shareholders (also called members) own the company by owning its shares and the directors manage it. Unless the articles say so (and most do not) a director does not need to be a shareholder and a shareholder has no right to be a director.
When corporate officers perform a service for the corporation and receive or are entitled to payments, those payments are considered wages. The fact that an officer is also a shareholder does not change this requirement.
Both California and federal law say you must be an employee. There are very rare exceptions wherein a corporate officer will have a very limited and specific job within the corporation and then service the corporation as an independent consultant in other areas.
