Key Takeaways

  • Officers of a California corporation can be changed via board meetings and updates to the Statement of Information.
  • California law requires timely updates to corporation records, including changes in officers, directors, and business address.
  • To change a California corporation’s address, you must file a Statement of Information with the Secretary of State.
  • Address updates apply to the principal executive office, mailing address, and agent for service of process.
  • A physical address is required for most filings; P.O. Boxes alone are not permitted.
  • Filing deadlines and forms differ for corporations and LLCs, and failure to update timely can result in penalties.
  • Businesses can make these changes online or by mail and should retain confirmation for records.
  • Legal assistance is helpful for ensuring accuracy and compliance with the California Corporations Code.

The process of how to change officers of a corporation in California involves filing the Articles of Incorporation or Organization and adhering to certain California codes.

Removing a California Corporation Officer

In California, various individuals run both the S and C corporations. These people include the following:

  • Officers run the daily activities of the corporations.
  • Directors elect and fire officers as well as make major decisions for the company, including its corporate planning.
  • Shareholders elect the directors and make larger decisions for the company, such as selling the business or authorizing more stock.

When directors opt to hire officers, they typically do this at the annual directors meeting. However, they can also hire them at a special directors meeting as long as they follow the corporation's bylaws so that all directors can attend and vote. When directors meet to act upon a decision, they record the corporate resolutions and agree to sign a unanimous consent.

After making the formal decision and properly recording it, the directors alert the secretary of state so that it can update its records to change the corporation's directors, corporate address, and registered agent. The directors can fill out SI-200 C, which is the statement of information form.

There are several reasons why a California corporation can remove officers:

  • Officers can suffer misconduct.
  • Officers can neglect official duties.
  • Officers can lose money.
  • Officers can make poor business decisions.
  • Officers can conduct self-dealing.

The corporation can also use the CA Corporations Code Section 304 to remove directors. This uses a superior court who acts on behalf of shareholders to remove directors involved in fraudulent or dishonest acts and conduct an abuse of authority.

In addition, the corporation can use CA Corporations Code Section 302 to remove directors convicted of a felony or deemed of unsound mind by a court.

Adding Officers or Directors to a California C Corporation

When adding officers or directors to a California C corporation, an incorporator must appoint an individual. At the initial board of directors meeting, members can also appoint officers and authorize issuance of stock.

Corporations must also file the statement of information. They can do this once they have officers with the authority to sign the document.

Failing to complete these steps can cause the IRS and state of California to treat the corporation like an existing entity. If you have questions about incorporating, consult an attorney.

Statement of Information

According to California law, every California for-profit corporation and limited liability company (LLC) must file a statement of information within 90 days of filing the Articles of Incorporation or Organization.

A for-profit corporation must re-file the statement of information annually whenever the following occurs:

  • The company relocates.
  • The company elects new officers.
  • The company changes the name of is registered agent.
  • The company adds or deletes directors.
  • The company changes the type of business the corporation does.

A California LLC must re-file its statement of information biennially whenever the following occurs:

  • The LLC changes its name.
  • The LLC changes the name or address of the agent for service of process.
  • The LLC's principal executive office moves.
  • The LLC's manager, officer, or chief executive officer's name or residence changes.
  • The LLC's principal business activity changes.

Once you properly complete and sign the form for either the California for-profit corporation or LLC, mail the original to the California secretary of state along with a cover letter, a copy of the signed statement of information, and a self-addressed stamped envelope.

How to File a California Corporation Change of Address

If your California corporation relocates its business address, you are legally required to notify the Secretary of State. This is done by filing a Statement of Information (Form SI-550). The form includes sections to update the principal office address, mailing address, and agent for service of process.

Here's what you need to know:

  • Principal Executive Office: This must be a physical address in California (not a P.O. Box).
  • Mailing Address: Can be a P.O. Box but must be listed separately.
  • Agent for Service of Process: You must include the name and California street address of your agent.

You can file:

  • Online through the California Secretary of State’s bizfile system.
  • By Mail by sending the form and payment to the Secretary of State’s office.
  • In Person at the Sacramento office (expedited services may be available for an extra fee).

Filing Tips:

  • Ensure consistency between all addresses listed.
  • Use the most current version of Form SI-550.
  • Submit within 90 days of incorporation and annually thereafter (for corporations) or biennially (for LLCs).
  • There is a $25 filing fee for corporations, while LLCs file Form LLC-12 with no fee unless it’s an update outside of their biennial filing period.

Failure to file the Statement of Information on time may result in penalties and suspension by the Franchise Tax Board.

Election of Directors after Formation of California Corporation

For shareholders entitled to vote in elections of directors, they can gather and combine votes by multiplying the number of potential directors by the number of shares each shareholder has. Those shareholders can give the cumulative votes to one candidate or distribute votes to as many candidates as deemed necessary.

If you're unsure, check with the CA Corporations Code Section 709(a), which gives a summary judgment about the validity of electing directors or officers.

According to CA Corporations Code Section 312(a), a corporation must have the following:

  • The corporation must have a chairperson of the board or president. It can also have both.
  • The corporation must have a secretary.
  • The corporation must have a chief financial officer.
  • The corporation must have other officers determined by the board or stated in the bylaws. These individuals have the power to sign corporate documents.

Other Common Corporate Changes in California

Beyond officer and address changes, California corporations frequently need to update or amend other key aspects of their organizational structure. Common updates include:

  • Changing the Corporation Name: Requires filing a Certificate of Amendment to Articles of Incorporation (Form AMDT-STK).
  • Changing Business Purpose or Statement: Similar to name changes, these require formal amendments to the Articles of Incorporation.
  • Adding or Removing a Director or Officer: Must be recorded in meeting minutes and reflected in the next Statement of Information.
  • Changing Registered Agent: Can be updated using Form SI-550 or a separate Agent for Service of Process form.

These changes should be made promptly to avoid legal complications or issues with licensing and compliance.

What Happens After Filing Address or Officer Changes?

Once your Statement of Information is filed, the changes typically take effect once processed by the Secretary of State. You will receive confirmation if you file online or submit a request for confirmation with a paper filing.

Next Steps:

  • Update Business Licenses: Local cities or counties where your business is licensed may need the new address.
  • Notify the IRS and Franchise Tax Board (FTB): These agencies do not automatically receive updates from the Secretary of State.
  • Update Banking, Insurance, and Vendor Records: Ensure your corporation’s new information is reflected across all operational platforms.

Maintaining updated information ensures your corporation remains in good standing and avoids unnecessary compliance issues.

If you are unsure about any step in the process, you can connect with a qualified attorney through UpCounsel for personalized guidance.

Frequently Asked Questions

  1. How do I change the business address of a California corporation?
    You must file a Statement of Information (Form SI-550) with the California Secretary of State and indicate the new physical and mailing addresses.
  2. Can I use a P.O. Box for my corporation’s principal address?
    No. The principal executive office must be a physical street address in California. A P.O. Box may be used only for the mailing address.
  3. What’s the difference between a principal address and mailing address?
    The principal address is the main physical location where business is conducted. The mailing address is where official correspondence is sent and can be a P.O. Box.
  4. Do I need to inform the IRS or FTB separately?
    Yes. Changes filed with the Secretary of State are not automatically forwarded to the IRS or Franchise Tax Board. Use IRS Form 8822-B and update your records with FTB separately.
  5. How long does it take to process a California corporation address change?
    Online filings are typically processed within 24–48 hours. Mail filings may take several business days to be reflected in public records.

If you need help on how to change officers of a corporation in California, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top five percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.