Officer
An individual elected or appointed by the board of directors to manage the day-to-day affairs of a Texas corporation under the board's supervision. Common officers include president, secretary, treasurer, and CEO. Officers act as agents of the corporation.
An officer of a Texas corporation is an individual elected or appointed by the board of directors to manage the day-to-day affairs of the corporation under the board's supervision. Common officers include the president, secretary, treasurer, and chief executive officer. Officers act as agents of the corporation; their authority derives from the corporation's certificate of formation, bylaws, board resolutions, and Texas common-law agency principles.
Required officers
Texas does not statutorily require any specific officer titles. Under § 21.301, the corporation's bylaws or a board resolution determines what officers exist, their titles, and their respective duties. The same person may hold multiple officer positions.
Appointment, removal, term
Officers are typically appointed by the board of directors at the first meeting following the annual shareholder meeting. § 21.302. Under § 21.305, an officer may be removed by the board with or without cause; the removed officer's contract rights, if any, are unaffected by removal.
Authority to bind the corporation
Officers bind the corporation through actual authority (express grants in bylaws or resolutions) and apparent authority (acts within the scope of authority that third parties reasonably believe an officer holds). § 21.303. The president and chief executive officer typically have broad apparent authority for acts in the ordinary course; specialized acts (real estate transactions, large borrowings, asset sales) often require board authorization.
Fiduciary duties and SB 29
Officers owe fiduciary duties to the corporation under Texas common law, duties of care, loyalty, and obedience, paralleling director duties. See Fiduciary Duty. Effective May 14, 2025, the codified business judgment rule under § 21.419 (added by SB 29) extends rebuttable statutory presumptions of good faith, informed basis, corporate-interest furtherance, and legal compliance to officers of publicly-traded and opt-in corporations. See Business Judgment Rule.
Indemnification
Officers are entitled to mandatory indemnification under § 8.051 when wholly successful in defense of a proceeding, and may receive permissive indemnification under §§ 8.101–8.102 subject to the standards-of-conduct test. See Indemnification (Corporate).
The TBOC's flexibility on officer designation contrasts with older state statutes that required specific titles (president, secretary, treasurer). Texas corporations may structure their executive ranks however the bylaws and board direct, including modern titles such as Chief Operating Officer, Chief Legal Officer, or Managing Director. Officer selection and authority documentation are routine but consequential, a corporate transaction signed by an unauthorized officer may be void or voidable.