Full question:
I have been asked to serve as Corporate Secretary/Treasurer for the company I work for. The company is privately owned with only one stockholder. I do not own nor will I ever own any of the stock. This company is experiencing financial hardships due to the current economic woes. The company has gotten behind on Form 941 payroll taxes and is currently under a payment plan with the IRS. The company is also currently in arrears with several other unsecured debts. What kind of financial liability and responsibility will I be exposing myself to if I accept the Officer position?
- Category: Corporations
- Date:
- State: Mississippi
Answer:
We cannot give legal advice. The following is not a substitute for the advice of a local attorney. But we hope the information will be useful.
The first rule of corporations (assuming the company you work for is indeed a corporation as you imply, rather than a sole proprietorship) is that owners are not liable for the debts of the corporation. You are not even an owner, but an employee - which makes you even less liable than an owner (and owners won't be liable if everything is above board). As long as you don't personally guarantee any debts (meaning to promise to personally pay the debt if the company cannot pay it), then you should be shielded from any financial liability - provided you have no knowledge of a failure to maintain minimal corporate records and no knowledge of any intentional wrongdoing on behalf of the owner or anyone else.
This content is for informational purposes only and is not legal advice. Legal statutes mentioned reflect the law at the time the content was written and may no longer be current. Always verify the latest version of the law before relying on it.
