US Laws, Codes, Statutes & Cases

 
  § 104. Certificates; requirements, signing, filing, effectiveness.
    (a)    Every certificate or other instrument relating to a domestic or
  foreign corporation which is delivered to the department  of  state  for
  filing  under  this chapter, other than a certificate of existence under
  section 1304 (Application for authority;  contents),  shall  be  in  the
  English  language,  except  that  the  corporate  name may be in another
  language if written in English letters or characters.
    (c)  Whenever such instrument is required to set  forth  the  date  of
  incorporation or the date when a certificate of incorporation was filed,
  the  original  certificate  of incorporation is meant.  This requirement
  shall be satisfied, in the case of a corporation created by special act,
  by setting forth the chapter number and year of passage of such act.
    (d)  Every such certificate required under this chapter to  be  signed
  and  delivered  to  the  department  of state shall, except as otherwise
  specified in the section  providing  for  such  certificate,  be  signed
  either  by  an  officer,  director,  attorney-in-fact or duly authorized
  person and include the name and the capacity in which such person  signs
  such certificate.
    (e)    If  an instrument which is delivered to the department of state
  for filing complies as to form with the requirements of  law  and  there
  has  been  attached  to  it the consent or approval of the supreme court
  justice, governmental body or officer, or, other person or body, if any,
  whose consent to or approval of such instrument or the filing thereof is
  required by any statute of this state and the filing  fee  and  tax,  if
  any,  required by any statute of this state in connection therewith have
  been paid, the instrument shall be filed and indexed by  the  department
  of state.  No certificate of authentication or conformity or other proof
  shall   be   required   with   respect  to  any  verification,  oath  or
  acknowledgment of any instrument delivered to the  department  of  state
  under  this  chapter,  if  such  verification,  oath  or  acknowledgment
  purports to have been made before a notary public, or person  performing
  the  equivalent  function,  of  one  of  the  states, or any subdivision
  thereof, of the United States  or  the  District  of  Columbia.  Without
  limiting  the  effect  of  section  four  hundred three of this chapter,
  filing and indexing by the department of state shall  not  be  deemed  a
  finding  that  a  certificate conforms to law, nor shall it be deemed to
  constitute an approval by the department of state of  the  name  of  the
  corporation  or  the contents of the certificate, nor shall it be deemed
  to prevent any person with  appropriate  standing  from  contesting  the
  legality thereof in an appropriate forum.
    (f)    Except  as  otherwise provided in this chapter, such instrument
  shall become effective upon the filing  thereof  by  the  department  of
  state.
    (g)    The  department shall make, certify and transmit a copy of each
  such instrument to the clerk of the county in which the  office  of  the
  domestic  or  foreign  corporation  is  or is to be located.  The county
  clerk shall file and index such copy.