What Can Be Done If You Believe That You Were Improperly Appointed An Officer Or Director
On occasion, someone might perceive that they have been improperly appointed as a director or officer of a corporation. If this unfortunate circumstance occur, is there any mechanism for publicly disclaiming the appointment?
Section 1503(a) of the California Corporations Code provides that a designated agent may resign by filing a form with the Secretary of State. This seems straightforward enough and the Secretary of State has developed a form, RA-100, for this purpose and this form is publicly available on the the Secretary of State's website. It may also be filed online.
Section 1503(b) is a bit more mysterious. It provides:
The resignation of an agent may be effective if, on a form prescribed by the Secretary of State containing the name of the corporation, the Secretary of State’s file number for the corporation, and the name of the resigning agent for service of process, the agent disclaims having been properly appointed as the agent. Similarly, a person named as an officer or director may indicate that the person was never properly appointed as the officer or director.
When I searched the Secretary of State's website, I could find no form for disclaiming appointment as an officer or director. I checked with the Secretary of State's office and was informed that such a form is available upon request. There is no fee for filing the form.
The statute leaves unanswered what the effect, if any, of the filing of the form. Further, I could find no reported decision addressing the statute.
