Legal Question in Business Law in Washington

Corporate Officer

What is the liability of being a Corporate Officer of the company but Not an owner? I am the Corporate Secretary not an owner, not a signer. What would happen to me if something serious were to happen in or to the company? I am worried about my liability. Lawsuits etc.


Asked on 8/30/07, 5:41 pm

1 Answer from Attorneys

Susan Beecher Susan L. Beecher, Atty at Law

Re: Corporate Officer

A lot depends on specifically what sort of problem you are concerned about.

As an officer, you have a fiduciary duty to the corporation. If you are aware of some wrongdoing going on in the management of the company and do not act in the best interests of the company (what exactly that means is specific to the situation), you may have some liability to the shareholders.

If the company runs into legal trouble and is sued, you might have to take part in the litigation, but the company should cover your legal costs (although you might be wise in that case to also get your own attorney at your own expense). Unless you do something to pierce the corporate veil (in other words to blur the distinction between your interests and the company's interests, another term that can mean many different things in different situations) no one should be able to go after your assets personally for a corporate obligation.

I would be able to explain your exposure more specifically if I knew specifically the facts of your situation and what sort of liability was troubling you.

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Answered on 8/30/07, 6:01 pm


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