* Which states require the existence of typical officer positions? Perhaps list out what California, Washington state, and New York require.
As noted in the Officers section of the handbook, Delaware doesn't require any specific positions.
Under the "internal affairs doctrine" of U.S. federal law, it's doubtful that another state can technically require that a Delaware corporation appoint a specific officer position, but some states purport to do so and it's most pragmatic to simply comply with their requirement. For example, California and New York (though not Washington) require that Delaware corporations doing business within their borders disclose the following specific officers:
- CA - CEO, Secretary and CFO
- NY – CEO
* What is the distinction between CEO and President? CFO and Treasurer?
For early stage startups, there’s not much distinction between CEO and President or CFO and Treasurer. Generally, the board of directors determines the officer positions and duties. In many cases this is spelled out in a startup’s bylaws. For example, under the bylaws on Clerky, the CEO has general supervision and control of the business and other officers. The President has the same duties as the CEO, but is subordinate to the CEO. The CFO and Treasurer also have similar duties – to handle the startup’s financial matters, including deposits, maintaining books, etc., but the CFO supervises and directs the treasurer’s responsibilities.
* What are the pros and cons of formally naming all the co-founders as officers of the corporation (assuming the typical 2-3 founder situation)?
One of the pros of naming all of the co-founders as officers is convenience. Everyone has the ability to sign things (bank account, tax returns, etc.) and it’s handy to not have to track down one specific founder. For some teams, for whatever reason, having all of the founders hold an officer title seems to improve the dynamic amongst the founders.
A potential con is the time spent on these sort of corporate formalities, but that’s not usually an issue when there’s a healthy founder relationship.
* Which states require the existence of typical officer positions?
WA, like kbagby explained for DE, doesn't require any particular officers (unless a particular company's bylaws required certain officers).
In all four of CA, DE, NY and WA, the corporation law allows for the same person to hold more than one officer position simultaneously. If you find yourself organized in a state that requires particular offices, you might check to see if that state also allows this flexibility.
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* A Table of Contents would be extremely useful.
* Which states require the existence of typical officer positions? Perhaps list out what California, Washington state, and New York require.
* What is the distinction between CEO and President? CFO and Treasurer?
* What are the pros and cons of formally naming all the co-founders as officers of the corporation (assuming the typical 2-3 founder situation)?