Officer

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

The board must elect a president and a secretary at the time and in the manner the bylaws prescribe. § 21.417. Other officers may be elected or appointed under the governing documents or by the board, with the duties and authority those documents or the board provide. § 3.103(a)–(b). One person may hold two or more offices unless the code or the governing documents prohibit it. § 3.103(c).

Appointment, removal, term

The statute leaves the timing of officer elections to the bylaws. § 21.417. Unless the governing documents provide otherwise, the board may remove an officer with or without cause. Removal does not prejudice the officer's contract rights, if any, and election alone does not create contract rights. § 3.104.

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), under general agency law. An officer's actual authority comes from the governing documents or the board. § 3.103(b). 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

Under § 8.105(b), an officer must be indemnified to the same extent § 8.051 requires for a governing person, which covers reasonable expenses when the person is wholly successful, on the merits or otherwise, in defending a proceeding. Beyond that, the corporation may indemnify and advance expenses to an officer as provided by its governing documents, board action, shareholder resolution, contract, or common law. § 8.105(a), (d). The governing documents may restrict both the required and the permitted indemnification. § 8.003. See Indemnification (Corporate).