Legal Question in Business Law in California

Re: Corporations

Resigning your positions in a corporation is quite simple. A director may resign at any time by giving written notice to the chariman of the board, the president, the secretary or the board of directors of the corporation. See Corporations Code, section 305(d). An officer may resign at any time upon written notice "to the corporation," see Corporations Code section 312(b). Resignation of an officer is always possible, although such resignation might also be a breach of a contract (for employment or whatever) between the officer and the corporation and, while the resignation would be effective, the now ex-officer might be liable for breach of contract.

The notification should probably go to the California Secretary of State rather than the Department of Corporations. However, it is the responsibility of the corporation, not you, to make the notification. A corporation must file a statement of officers and directors annually. See Corporations Code section 1502(a), and may file an updated statement when any of the required information changes (see section 1502(e)).

If there are parties who should know that you are no longer affiliated (except perhaps as a stockholder?) with this corporation, it would be appropriate for you to send out an announcement. Unlike with partnerships, it is usually unnecessary to publicize your withdrawal from a corporation in order to prevent personal liability for its obligations, but there may be other reasons to announce your departure.

Be careful about using trade secrets of the old corporation, or taking advantage of business opportunities you learned about, but did not share, while an officer or director.