My husband and I started an S corp in California, now our boys are taking over. How do we remove our names as CEO and Sec.?

Consult with a California corporate/business attorney(s) for actionable legal advice. It sounds like there are a lot of the basics of corporate governance and mechanics that you may not have a proper handle on. The owners of a corporation are the shareholders. The shareholders elect director(s) (often on an annual basis). If more than one director, then you have a Board of Directors. There is often an annual meeting of the Director(s). The Director(s) hire and appoint the officers of the corporation, such as, but not limited to, an executive officer (e.g., CEO and/or President), a financial officer (e.g., CFO and/or treasurer), a secretary of the corporation, vice presidents, etc. Officers of the corporation are often employees of the corporation. The shareholders and/or the Directors may or may not be employees of the corporation. Much of this should be explicitly called out in writing in your corporation’s bylaws (and/or articles of incorporation). The officers run the day to day operations and hire other lower level employees of the corporation – but the officers are beholden to the Director(s). California corporations have to have a minimum of three different officer positions, the executive officer (e.g., CEO and/or President), the financial officer (e.g., CFO and/or treasurer), and the secretary of the corporation. A single person could hold two or more of those three different officer positions. Officer positions may be resigned by the person; however, the Director(s) may need to hire/appoint new/replacement officers if the bylaws or some other corporate governance doc does not address officer transition. It is unclear what “taking over” means here and how that might be occurring. For example, is there going to be a change in ownership? Are you selling your shares to your sons? Are you keeping some or all of your shares? Are there restrictions on the transfer of shares? Is the corporation issuing shares to your sons or has the corporation already issued shares to your sons? Note, a corporation should NEVER issue shares without attorney involvement to make sure there is compliance with state and federal securities laws. And depending upon how this “taking over” might occur, sure there could be tax consequences for the corporations, for you the parents, and/or for the sons. For example, is the corporation paying payroll taxes; and if so, are those payroll taxes going to be changing? Does including your sons as owners of the corporation change its “S-corp” status? If you the parents are no longer owners (no longer shareholders) that should change your tax situation as then the profits/losses of the S-corp are not longer flowing to your personal tax returns. If you are selling the corporation to your sons, there could be a taxable event there. If you are gifting the corporation to your sons, there could still be a taxable event occurring. Lastly, note that some of the nastiest business litigation fights involve family businesses. Get one or more California corporate/business attorneys involved here. Note, there are multiple parties here, each of which might have different interests, such that a single attorney might not be the way to go. The corporation is one entity, you and your spouse are another two separate and different entities, and your sons are further separate and different entities. As you can see there are significant details that your attorney(s) should dig into to properly structure this transition.