If you wish to find out the names of officers or directors of a public company that has filed with the SEC, you can find this information by searching EDGAR, the.
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In many corporations, there's no difference between an officer and an employee. Company officers have more authority than engineers and secretaries, but they still work for the corporate board. Some officers don't qualify as employees, but they're the exception. Getting the difference wrong can land a company in legal or tax trouble.
Who Are Typically Officers
Officers typically include high-level management such as the CEO, treasurer and chief financial officer. Despite their high statuses, they typically serve at the will of the corporate directors, who can fire or replace them. The corporation may appoint other officers, which complicates the employee/officer distinction. Someone with the title 'vice president' may be an officer or merely an ordinary employee with a title
Officers and Taxes
The IRS view is that if an officer works for the company, he's an employee. This is important for S corporations because the officers are often the shareholders or owners. An owner-officer who sits back and accepts the distribution of the profits at the end of the year isn't an employee. An officer who provides services to the company, whether it is in management, sales or labor, is an employee.
S corporations often run into trouble for paying back services with larger distributions rather than wages. That saves money because distributions aren't subject to payroll taxes. The IRS says that companies have to pay officer-employees salaries for the work they perform and deduct payroll taxes from it. Companies that bend the rules get slapped with audits.
Reasonable Salary Compensation
Most often S corporations are owned by one person, so the owner has the deciding vote on setting their own salary. The IRS policy is that a corporation can't simply pay its officers a token salary and pay the rest in dividends. The salary has to be appropriate for the work officers contribute. The owner-officer can use a variety of arguments to justify the chosen salary, such as what's normal in the industry.
In cases where the IRS has disagreed, the agency has often forced the corporation to reclassify past distributions as wages, subject to payroll taxes.
Rights of Officers
Tax returns aren't the only place where the officer/employee distinction is important. Goldman Sachs, for example, indemnifies officers for legal expenses. When one of the firm's vice presidents wound up in legal trouble, Goldman Sachs didn't indemnify him, claiming 'vice president' was a feel-good title, not an officer position. The vice president sued.
Cases like this depend on a lot of factors. State law where the company incorporates may spell out who qualifies as an officer. The corporation's charter and bylaws may lay down more rules. Past practice plays a role too: if the company always treats vice presidents as officers, a court would take that into account.
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About the Author
Fraser Sherman has written about every aspect of business: how to start one, how to keep one in the black, the best business structure, the details of financial statements. He's also run a couple of small businesses of his own. He lives in Durham NC with his awesome wife and two wonderful dogs.
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Sometimes companies engaged in business need to confirm the names of the officers or principals of a corporation or LLC. Reasons include contract negotiations, merger discussions or partnership overtures. If a company does not readily supply the information upon request, you must conduct your own due diligence. Formation articles and renewals filed with the secretary of state and business license registrations filed with local jurisdictions or the state can be a good source of information.
Officer or Principal
Your reasons determine who you are looking for. If you file a lawsuit against an LLC or corporation, you can simply send the information to the registered agent. The law requires registered agents to forward documents to the corporation officers, principals or authorized representative. If you need a contract signed, then you can search for the president, CEO, COO or even the CFO. For smaller businesses where no one uses those titles, you will need to determine the principals or owners.
Secretary of State
When searching for the name of an officer or principal, begin the search with the secretary of state in the state the entity you are researching is located. The secretary of state manages an in-depth, searchable database on various business entities including corporations and LLCs. The majority of states require the listing of the names of all LLC members or corporation shareholders when the formation articles are filed. In most states, LLCs and corporations must also file annual registrations or amendments to document any ownership changes or additions.
Registered Agent
If you cannot find the name of the officers, members or shareholders in the secretary of state database, contact the statutory or registered agent listed. Each state requires a corporation or LLC to appoint an individual or company in this role who must maintain a business address in that state for the purpose of accepting legal documents. Sometimes the agent is an individual who may also be an officer or principal.
Business Licenses
Check the corporation or LLC's business license in the city, county or state in which it primarily does business. Business licenses typically require the name, title and signature of an officer, principal or authorized agent. Licenses also provide the business address and phone number. If an agent signs, you can contact the agent to inquire about officers or principals using the information provided.
Websites and SEC
Most companies maintain a company website. Often, the website provides the list and bios of the company’s officers or executive management team. Publicly listed companies are registered with the Securities and Exchange Commission. You can access the SEC's Edgar database to see who the corporate officers are. The SEC typically requires a company to list the names of several executives, board members and anyone who owns at least 5 percent of the stock.
References
About the Author
Tiffany C. Wright has been writing since 2007. She is a business owner, interim CEO and author of 'Solving the Capital Equation: Financing Solutions for Small Businesses.' Wright has helped companies obtain more than $31 million in financing. She holds a master's degree in finance and entrepreneurial management from the Wharton School of the University of Pennsylvania.
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