One of the questions clients frequently ask when organizing a corporation is how many directors must they have, how many officers and what types of officers they need, and how many shareholders there must be. Normally, the answers are at least one director, at least two officers and at least one shareholder. But the requirements are different for “s” corporations and for non-profits. Before we go into that, let’s briefly review what each of these people do.
Directors, Officers & Shareholder Duties
We’ve discussed the roles of each of these people. The shareholders own the corporation. They elect the directors. The directors are charged with running the corporation. Statutes usually require that they choose at least two officers, a president and a secretary. 
The Articles of Incorporation for a corporation normally specify how many shares the corporation may issue and how many directors there will be. Officers are usually described in the bylaws. A corporation is free to have as many officers as it wants so long as it has at least a president and a secretary.
“S” Corporations and Nonprofits
If you are going to elect “s” corporation status, then federal law limits you to 100 shareholders. If you want to become a nonprofit, you must normally have at least three directors instead of just one. Nonprofits don’t have shareholders. They might or might not have “members” instead. Whether and how many members there will be are set forth either in the Articles of Incorporation or in the bylaws.
So How Many People Do You Need?
Shareholders, directors and officers can all be the same person, except that two different people must be the president and the secretary. Therefore, you need a minimum of two people to organize a corporation whether it is a “c” corporation or an “s” corporation. A nonprofit requires at least three board members, but two of them can be the president and secretary, so you will need a minimum of three people to set up a nonprofit.