Does the board of directors need to be clearly stated in the articles of incorporation?

UPDATED: Jul 20, 2010

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Does the board of directors need to be clearly stated in the articles of incorporation?

I was the VP of a c corp, as well as the registered agent. There were no Board of Directors listed in articles of incorporation. All financial and legal aspects of business were under my name. After a dispute, my name was removed from the company, with no notice. My financial documents, which I had given to our CPA, were filed under the President’s name. I remain with a $10,000 company credit card bill. Can this happen? The articles of inc. was short form, listing only myself and president. It did not detail any aspects of such things. Also, what would be the statute of limitations?

Asked on July 20, 2010 under Business Law, Florida


M.T.G., Member, New York Bar / FreeAdvice Contributing Attorney

Answered 12 years ago | Contributor

Is this a Non for Profit Corporation or a For Profit Corporation?  Each state has a basic form for minimal requirements in order to form a corporation.  Generally, it s requirement that the name in some way indicate that it is a corporation ("inc." or "co."); the address of the corporation (called the principal place of business); the legal purpose of the corporation, number of shares of stock authorized to the corporation; the name and address of the incorporator and the registered agent within the state. In Florida, it is my understanding that the names and addresses of the directors or officers is optional BUT it MAY be required to obtain a license or open a bank account or some other purpose such as that. You sound like you have a viable suit as against the corporation.  I would seek help from an attorney in your area.  Good luck.

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