How to add and remove non voting officer or shareholder?

It is extremely uncommon and certainly not advisable to add officers or shareholders for a short time. Shareholders are added when they purchase shares in the corporation. However, depending on who you plan to issue shares and how you they decided to become shareholders, you will have to comply with mandatory securities law requirements, Failure to do so will result in various penalties for the corporation and also likely its management. I'm unclear what you mean by non-voter officer. Note that, officers are appointed by directors to perform specific roles and responsibilities within the organization. They typically do not have any voting rights by themselves. I strongly suggest that you retain a business/corporate lawyer to guide you as I feel that you do not fully understand how this may impact you.

A corporation, including S corporations, have at least three levels you must understand: 1. Shareholders; 2. Directors; and 3. Officers. The shareholders own stock and are the actual owners of the corporation. In a S corp where there is only one class of stock, all shareholders will have voting rights, such as the right to elect at Directors to the Board of Directors. A minority shareholder's voting strength may be meaningless. The corporation must have at least one shareholder. Directors are elected by the shareholders. Directors have the ultimate authority and responsibility to manage and operate the corporation. Some of that authority and responsibility is typically delegated to Officers who are appointed by the Directors. The corporation must have at least one director. Officers are generally the highest level of employee of the corporation and generally have day to day oversight of running the corporation. California corporations must have at least three officer positions: (a) an executive position (e.g., CEO or President), a secretary, and a financial position (e.g., CFO). Officers generally do not have voting rights, at least not voting rights like Directors and those of shareholders. This of course gets quickly complicated, as a single person may be a shareholder, director, and all three officer positions. So a single person may wear all those hats, which often leads to blurring of the otherwise distinct roles associated with shareholders, directors, and officers. In your situation, if this is a S corp., then adding a shareholder, must mean they will have shareholder voting rights according to their percentage of shares. And as noted noted issuing shares requires adhering to both federal and state securities laws. Your ability to "remove" a shareholder may be very limited - and limited to whatever shareholders agreement may be in place. If you are the only Director you likely have the authority to create a new officer position and appoint someone to fill it. But you may be better off just hiring this individual as an employee or hiring on a per project basis as an independent contractor. Lower level employees are generally easier to remove than officers. In sum, consult a business attorney before doing something you may regret.

I agree with my colleagues. It is not advisable to add shareholders for only a short period of time and one should greatly consider who they are adding as shareholders since they will own a portion of the company.