(a) A document shall satisfy the requirements of this section, and of any other section that adds to or varies from these requirements, to be entitled to filing by the Secretary of the State.
(b) Sections 33-1000 to 33-1290, inclusive, shall require or permit filing the document in the office of the Secretary of the State.
(c) The document shall contain the information required by sections 33-1000 to 33-1290, inclusive. It may contain other information as well.
(d) The document shall be typewritten or printed or, if electronically transmitted, in a format that can be retrieved or reproduced in typewritten or printed form.
(e) The document shall be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.
(f) The document shall be executed: (1) By the chairman of the board of directors of a domestic or foreign corporation, by its president or by another of its officers; (2) if directors have not been selected or the corporation has not been formed, by an incorporator; or (3) if the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary.
(g) The person executing the document shall sign it and state beneath or opposite such person's signature such person's name and the capacity in which such person signs. The document may but need not contain a corporate seal, attestation, acknowledgment or verification.
(h) If the Secretary of the State has prescribed a mandatory form for the document under section 33-1005, the document shall be in or on the prescribed form.
(i) The document shall be delivered to the office of the Secretary of the State for filing. If the document is filed in typewritten or printed form and not electronically transmitted, the Secretary of the State may require one exact or conformed copy to be delivered with the document, except as provided in sections 33-1052 and 33-1218.
(j) When the document is delivered to the office of the Secretary of the State for filing, the correct filing fee, and any franchise tax, license fee or penalty required to be paid therewith by sections 33-1000 to 33-1290, inclusive, or other law, must be paid or provision for payment made in a manner permitted by the Secretary of the State.
(k) When any document is required or permitted to be filed or recorded as provided in sections 33-1000 to 33-1290, inclusive, the Secretary of the State may, in the Secretary of the State's discretion, for good cause, permit a photostatic or other photographic copy of such document to be filed or recorded in lieu of the original instrument. Such filing or recording shall have the same force and effect as if the original instrument had been so filed or recorded.
(l) The Secretary of the State may require or permit the filing by electronic transmission or by employing new technology as it is developed of any document that is required by law or regulation under sections 33-1000 to 33-1290, inclusive, to be filed with the Secretary of the State.
(P.A. 96-256, S. 5, 209; P.A. 98-137, S. 47, 48, 62; 98-219, S. 33, 34; P.A. 01-199, S. 34; P.A. 11-146, S. 3.)
History: P.A. 96-256 effective January 1, 1997; P.A. 98-137 amended Subsecs. (d) and (g) to replace “transmitted by electronic means” with “electronically transmitted”, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 01-199 amended Subsec. (d) to replace “or, if authorized by the Secretary of the State, electronically transmitted” with “or, if electronically transmitted, in a format that can be retrieved or reproduced in typewritten or printed form”, amended Subsec. (g) to make the manner of executing a document the same whether it is typewritten or printed or electronically transmitted by deleting provision that required the person executing a document that is electronically transmitted to “affirm and authenticate the execution of the document in such manner as the Secretary of the State may prescribe as effective for those purposes”, replace provision authorizing the document to contain “(1) The corporate seal, (2) an attestation by the secretary or an assistant secretary, (3) an acknowledgment, verification or proof” with “a corporate seal, attestation, acknowledgment or verification” and make technical changes for purposes of gender neutrality, amended Subsec. (i) to authorize delivery by electronic transmission if and to the extent permitted by the Secretary of the State and authorize the Secretary of the State to require one exact or conformed copy of a filed document that is in typewritten or printed form and not electronically transmitted to be delivered with the document, amended Subsec. (j) to rephrase provisions and amended Subsec. (k) to make a technical change for purposes of gender neutrality; P.A. 11-146 amended Subsec. (i) to delete provision authorizing delivery by electronic transmission if and to extent permitted by Secretary of the State and added new Subsec. (l) re authority of Secretary of the State to require or permit filing by electronic transmission or by employing new technology as it is developed of any document required to be filed with said Secretary, effective January 1, 2012.