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Starting a Small Business/Controller
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Question
I own part of an S Corporation and would like to know if the Controller is considered an "officer" of the Corporation. Thanks
The corporation's bylaws should specify the officers of the corporation. Just because someone has a job title, even an impressive one, does not mean that they are an officer. Whether you call your accounting person "Controller," "Director of Finance" or simply "Accountant" does not make a difference, as long as the bylaws do not name that position as an officer.
Nomenclature may matter, however, if you include words that DO indicate that the person is an officer. Most bylaws contain a provision that says that the Board of Directors may create such vice presidents as it deems necessary. Therefore, if you call the accounting person "V.P. - Finance," then the person holding that position will likely be considered to be an officer. The title includes "V.P.," so even though the specific office of V.P. - Finance is not set out in the bylaws and you may not consider the person an officer, the name may control the determination.
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Answers by Expert:
David K. Staub
Expertise
I am a business and tax attorney and have spent more than 30 years assisting people in starting a wide variety of businesses. I can answer questions about the basic differences between the various entities available to new businesses, including limited liability companies, corporations, S corporations and partnerships. I can provide guidance in other areas facing start ups, such as hiring employees, signing contracts and obtaining necessary licenses. I can also direct people to sources for answers to specific legal questions which cannot be answered in a forum of this nature.
Experience
I have been an Illinois business attorney for almost 30 years. I have an extensive practice in the mergers and acquisitions area and have been involved in the tax and legal issues on hundreds of business transactions.
Organizations
Illinois State Bar Association;
Chicago Bar Association (former Chairman of the Corporation & Business Law Committee and former Chairman of the Mergers and Acquisitions Subcommittee; former Executive Committee member, Federal Tax Committee and Chairman of subcommittee on general tax issues); Glenkirk Foundation (Trustee; Vice-Chairman/Strategic Planning); Association for Corporate Growth, Chicago Chapter; Midwest Entrepreneur Forum; Midwest Association of Alpha Delta Phi - President
Publications
Commerce Magazine; YLS Journal; ISBA Section of Taxation Newsletter
Website
Staub Anderson Green LLC
Chicago, Illinois
Mergers & Acquisitions
Illinois business attorneys
Practice Areas
Business Organizations
-Corporations
-LLCs
-Partnerships
-Joint ventures
Mergers & Acquisitions
-Buying/selling business
Securities Law
Tax Law
Technology Law
-Software licenses
-Development agreements
Trademarks
Disclaimer
Responses are intended to be informational only. No response is intended to constitute legal advice or create an attorney-client relationship. Online advice is not a substitute for consultation with an attorney.
Education/Credentials
Harvard Law School, J.D., 1977; University of Illinois, B.S. in Accounting, with highest honors, 1974
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