Officer | Practical Law

Officer | Practical Law

Officer

Officer

Practical Law Glossary Item w-033-3691 (Approx. 2 pages)

Glossary

Officer

In the corporate context, a natural person elected by the board of directors of a corporation or otherwise appointed by the board of directors or an authorized officer to assist with the day-to-day operation and management of the corporation. An officer is often responsible for executing the board of directors' plans (see Standard Clauses, Board Resolutions: Appointing Officers). Officers may also propose strategies and objectives for the corporation.
Most corporations authorize their officers to sign and deliver contracts and other documents on their behalf in the bylaws or in resolutions adopted by their board of directors. The authorization can be general (such as contracts in the ordinary course of business) or limited to specific matters or transactions (such as an acquisition of a business or incurrence of debt).
Examples of a corporate officer include the president, a vice-president, or chief financial officer of a corporation. An officer also may be elected by the corporation's stockholders to the board of directors, in which case, they serve in a dual role as an officer and a director.
For information on an officer's fiduciary duties under Delaware law, see Practice Note, Fiduciary Duties of Officers of Corporations.