Directors and Officers. Who Is Which? Who Does What?
Aye, Aye Captain
As every ship needs a captain and crew (and owner).

Every corporation needs directors and officers (and shareholders).

Directors (if there is more than one) are like the “captain committee” of the corporation. They provide executive direction. They “run the ship”. However, the ship is actually owned by the shareholders (if there is more than one).

Just as the captain hires the crew to carry out operations on the ship, the directors hire the officers to carry out operations in the corporation.

The officers are responsible for the day-to-day operation of the company. They work at “ground-level” and ensure things actually get done.

Also, just as the crew on a ship are likely organized in a hierarchy, so are the officers in a corporation. So, at the top sits the Chief Executive Officer (CEO) or President - responsible to the Board of Directors led by a Chairperson of the Board (Chair). For many large corporations, the CEO / President and Chair positions are fused, but make no mistake about it, the function the person in the role performs based on the “hat” being worn at any given time can be quite different.

Just Your Own Canoe?
What if you operate a one-person corporation?

Do you need to go find a director? Go hire officers?

Not really. The nice thing is that you can occupy all of those positions at the same time. You can be shareholder, director, and officer in multiple roles.

Just before you breathe too deep a sigh of relief though - know that you must actually take the steps to designate yourself and, year over year, maintain yourself in each role. It must all be done according to your corporation’s by-laws (the “signed off” rules that govern your corporation).

This is part of what “corporate organization” and “corporate maintenance” is all about. It is required by law, with penalties for non-compliance.

The Takeaway
It may just be your own canoe, but you still have to do the paperwork to “staff” it correctly.

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