Legal Question in Business Law in California

I am secretary of a corporation here in CA, the owner and CEO reside in Holland. I have run an office for them for the past 2 yrs. They are thinking about shutting down or maybe letting me go, do I have any legal rights? I handle everything, all monies, bank accounts and I sign for everything including our tax returns. I would have to have my name removed from the corp papers but do I have any rights or say so over this? I do not have a contract with them at this time.


Asked on 8/25/09, 6:01 pm

2 Answers from Attorneys

Robert F. Cohen Law Office of Robert F. Cohen

Unless the corporate documents state otherwise, it appears that you might simply be an at-will employee, whose name and address they used because they had to register the corporation using a U.S. name and address.

The board might have the power to appoint whomever it wishes as secretary and/or treasurer. As an apparent at-will employee, you probably won't have any legal rights other than to secure the best severance package that you possibly can.

However, it might be to your benefit to read all of the corporate documents to learn whether there are any provisions that might protect you and your position.

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Answered on 8/25/09, 6:12 pm
Bryan Whipple Bryan R. R. Whipple, Attorney at Law

If this is a California corporation, or if it continues to do business in California, it must have a registered agent for service of process here. This is of course not a full-time job, and most registered agents are rarely or never called upon to receive service of any papers. There are several companies and lawyers who will perform this function for a very small annual fee.

The corporation must also have a corporate secretary, but this function can be fulfilled by someone residing out-of-state.

Employment is a matter of private contract, and unless you have something in writing giving you a promise of on-going employment, it's very likely the employer can terminate you for a good reason, or for no reason at all, but not for a bad reason.

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Answered on 8/25/09, 7:57 pm


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