---
title: "Check whether the corporation must have a secretary and where any officer must reside"
url: "https://ailawframework.com/practice/commercial-and-corporate-advisory/check-whether-a-company-must-have-a-secretary-and-where-a-secretary-resi/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A1-JU20261022-24-US"
practice_area: "Commercial & Corporate Advisory (contracts, company law, governance)"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Check whether the corporation must have a secretary and where any officer must reside

> From the bylaws and the officer list, list the officers and any residence the certificate or bylaws require of them. Do not decide that an officer called secretary is required.

Canonical page: https://ailawframework.com/practice/commercial-and-corporate-advisory/check-whether-a-company-must-have-a-secretary-and-where-a-secretary-resi/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Commercial & Corporate Advisory (contracts, company law, governance)](https://ailawframework.com/practice/commercial-and-corporate-advisory.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| How AI is used | From the bylaws and the officer list, list the officers and any residence the certificate or bylaws require of them. Do not decide that an officer called secretary is required. |
| What the lawyer must review | The lawyer applies § 142(a). The corporation shall have such officers, with such titles and duties, as the bylaws or a board resolution not inconsistent with the bylaws state, and as may be necessary to sign instruments and stock certificates that comply with §§ 103(a)(2) and 158. One of the officers shall have the duty to record the proceedings of meetings of the stockholders and directors. Any number of offices may be held by the same person unless the certificate or bylaws provide otherwise. The section does not require an officer titled secretary, and it does not require any officer to reside in a particular place. |
| Written for | United States |
| Applies to | [Check whether a company must have a secretary and where a secretary resides](https://ailawframework.com/practice/commercial-and-corporate-advisory/check-whether-a-company-must-have-a-secretary-and-where-a-secretary-resi.md) |

## Checking plan

- What the AI does: From the bylaws and the officer list, list the officers and any residence the certificate or bylaws require of them. Do not decide that an officer called secretary is required.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Do not apply a resident-secretary rule. Section 142 does not contain one.
- Officers are chosen in the manner and for the terms the bylaws or the board prescribe, under § 142(b).

## Sources

- [Delaware General Corporation Law, Subchapter IV, including § 142 Officers](https://delcode.delaware.gov/title8/c001/sc04/index.html) (checked 2026-10-22)
- [ABA Model Rule 1.6, Confidentiality of Information](https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_1_6_confidentiality_of_information/) (checked 2026-10-22)

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*