2003 by the American Bar Foundation These files are provided for educational and informational use only,and are not to be promulgated for any other purpose.Nothing contained herein is to be considered as the rendering of legal advice for specific cases,and readers are responsible for obtaining such advice from their own legal counsel.Any persons wishing to reprint these files in part or whole must obtain permission from the Manager,Copyrights and Licensing,American Bar Association,at 312-988-6102. MODEL BUSINESS CORPORATION ACT 3d Edition OFFICIAL TEXT Revised through 2002 Adopted by the Committee on Corporate Laws of the Section of Business Law with support of the American Bar Foundation TABLE OF CONTENTS Chapter 1 General Provisions Chapter 2 Incorporation Chapter 3 Purposes and Powers Chapter 4 Name Chapter 5 Office and Agent Chapter 6 Shares and Distributions Chapter 7 Shareholders Chapter 8 Directors and Officers Chapter 9 Domestication and Conversion Chapter 10 Amendment of Articles of Incorporation and Bylaws Chapter 11 Mergers and Share Exchanges Chapter 12 Disposition of Assets Chapter 13 Appraisal Rights Chapter 14 Dissolution Chapter 15 Foreign Corporations Chapter 16 Records and Reports Chapter 17 Transition Provisions The official text of the Act with official comment and statutory cross-references is available from the ABA in the Model Business Corporation Act. The official text of the Act with official comment,statutory cross-references,and extensive annotation is available from the ABA in the Model Business Corporation Act Annotated
© 2003 by the American Bar Foundation These files are provided for educational and informational use only, and are not to be promulgated for any other purpose. Nothing contained herein is to be considered as the rendering of legal advice for specific cases, and readers are responsible for obtaining such advice from their own legal counsel. Any persons wishing to reprint these files in part or whole must obtain permission from the Manager, Copyrights and Licensing, American Bar Association, at 312-988-6102. 1 MODEL BUSINESS CORPORATION ACT 3rd Edition OFFICIAL TEXT Revised through 2002 Adopted by the Committee on Corporate Laws of the Section of Business Law with support of the American Bar Foundation TABLE OF CONTENTS Chapter 1 General Provisions Chapter 2 Incorporation Chapter 3 Purposes and Powers Chapter 4 Name Chapter 5 Office and Agent Chapter 6 Shares and Distributions Chapter 7 Shareholders Chapter 8 Directors and Officers Chapter 9 Domestication and Conversion Chapter 10 Amendment of Articles of Incorporation and Bylaws Chapter 11 Mergers and Share Exchanges Chapter 12 Disposition of Assets Chapter 13 Appraisal Rights Chapter 14 Dissolution Chapter 15 Foreign Corporations Chapter 16 Records and Reports Chapter 17 Transition Provisions The official text of the Act with official comment and statutory cross-references is available from the ABA in the Model Business Corporation Act. The official text of the Act with official comment, statutory cross-references, and extensive annotation is available from the ABA in the Model Business Corporation Act Annotated
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement,3 Edition 2003 by the American Bar Foundation These files are provided for educational and informational use only,and are not to be promulgated for any other purpose.Nothing contained herein is to be considered as the rendering of legal advice for specific cases,and readers are responsible for obtaining such advice from their own legal counsel.Any persons wishing to reprint these files in part or whole must obtain permission from the Manager,Copyrights and Licensing,American Bar Association,at 312-988-6102. CHAPTER 1 GENERAL PROVISIONS Subchapter A.SHORT TITLE AND RESERVATION OF POWER §1.0l.Short title 1.02.Reservation of power to amend or repeal Subchapter B.FILING DOCUMENTS 1.20.Requirements for documents;extrinsic facts §1.21.Foms $1.22.Filing,service,and copying fees 1.23.Effective time and date of document 1.24.Correcting filed document 1.25.Filing duty of secretary of state 1.26.Appeal from secretary of state's refusal to file document 1.27.Evidentiary effect of copy of filed document 1.28.Certificate of existence 1.29.Penalty for signing false document Subchapter C.SECRETARY OF STATE §1.30.Powers Subchapter D.DEFINITIONS 1.40.Act definitions §1.41.Notice $1.42.Number of shareholders Subchapter A SHORT TITLE AND RESERVATION OF POWER §1.01.SHORT TITLE This Act shall be known and may be cited as the "[name of state]Business Corporation Act." CROSS-REFERENCES Application of Act to existing domestic corporation,see s 17.01. Application of Act to qualified existing foreign corporation,see $17.02 Close corporations,see Model Statutory Close Corporation Supplement. Effective date of Act,see 17.06. Professional corporations,see Model Professional Corporation Supplement. Saving provisions,see 17.03. 2
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement, 3rd Edition © 2003 by the American Bar Foundation These files are provided for educational and informational use only, and are not to be promulgated for any other purpose. Nothing contained herein is to be considered as the rendering of legal advice for specific cases, and readers are responsible for obtaining such advice from their own legal counsel. Any persons wishing to reprint these files in part or whole must obtain permission from the Manager, Copyrights and Licensing, American Bar Association, at 312-988-6102. 2 CHAPTER 1 GENERAL PROVISIONS Subchapter A. SHORT TITLE AND RESERVATION OF POWER § 1.01. Short title § 1.02. Reservation of power to amend or repeal Subchapter B. FILING DOCUMENTS § 1.20. Requirements for documents; extrinsic facts § 1.21. Forms § 1.22. Filing, service, and copying fees § 1.23. Effective time and date of document § 1.24. Correcting filed document § 1.25. Filing duty of secretary of state § 1.26. Appeal from secretary of state’s refusal to file document § 1.27. Evidentiary effect of copy of filed document § 1.28. Certificate of existence § 1.29. Penalty for signing false document Subchapter C. SECRETARY OF STATE § 1.30. Powers Subchapter D. DEFINITIONS § 1.40. Act definitions § 1.41. Notice § 1.42. Number of shareholders Subchapter A. SHORT TITLE AND RESERVATION OF POWER § 1.01. SHORT TITLE This Act shall be known and may be cited as the “[name of state] Business Corporation Act.” CROSS-REFERENCES Application of Act to existing domestic corporation, see § 17.01. Application of Act to qualified existing foreign corporation, see § 17.02. Close corporations, see Model Statutory Close Corporation Supplement. Effective date of Act, see § 17.06. Professional corporations, see Model Professional Corporation Supplement. Saving provisions, see § 17.03
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement,3 Edition 2003 by the American Bar Foundation These files are provided for educational and informational use only,and are not to be promulgated for any other purpose.Nothing contained herein is to be considered as the rendering of legal advice for specific cases,and readers are responsible for obtaining such advice from their own legal counsel.Any persons wishing to reprint these files in part or whole must obtain permission from the Manager,Copyrights and Licensing,American Bar Association,at 312-988-6102. 1.02.RESERVATION OF POWER TO AMEND OR REPEAL The [name of state legislature]has power to amend or repeal all or part of this Act at any time and all domestic and foreign corporations subject to this Act are governed by the amendment or repeal CROSS-REFERENCES Application of Act to existing domestic corporation,see 17.01. Application of Act to existing qualified foreign corporation,see 17.02. Effective date of Act,see 17.06. Saving provisions,see 17.03. Subchapter B. FILING DOCUMENTS 1.20.REQUIREMENTS FOR DOCUMENTS:EXTRINSIC FACTS (a)A document must satisfy the requirements of this section,and of any other section that adds to or varies these requirements,to be entitled to filing by the secretary of state. (b)This Act must require or permit filing the document in the office of the secretary of state. (c)The document must contain the information required by this Act.It may contain other information as well. (d)The document must be typewritten or printed or,if electronically transmitted,it must be in a format that can be retrieved or reproduced in typewritten or printed form. (e)The document must 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 must 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 his signature his name and the capacity in which he signs.The document may but need not contain a corporate seal, attestation,acknowledgment or verification
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement, 3rd Edition © 2003 by the American Bar Foundation These files are provided for educational and informational use only, and are not to be promulgated for any other purpose. Nothing contained herein is to be considered as the rendering of legal advice for specific cases, and readers are responsible for obtaining such advice from their own legal counsel. Any persons wishing to reprint these files in part or whole must obtain permission from the Manager, Copyrights and Licensing, American Bar Association, at 312-988-6102. 3 § 1.02. RESERVATION OF POWER TO AMEND OR REPEAL The [name of state legislature] has power to amend or repeal all or part of this Act at any time and all domestic and foreign corporations subject to this Act are governed by the amendment or repeal. CROSS-REFERENCES Application of Act to existing domestic corporation, see § 17.01. Application of Act to existing qualified foreign corporation, see § 17.02. Effective date of Act, see § 17.06. Saving provisions, see § 17.03. Subchapter B. FILING DOCUMENTS § 1.20. REQUIREMENTS FOR DOCUMENTS; EXTRINSIC FACTS (a) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the secretary of state. (b) This Act must require or permit filing the document in the office of the secretary of state. (c) The document must contain the information required by this Act. It may contain other information as well. (d) The document must be typewritten or printed or, if electronically transmitted, it must be in a format that can be retrieved or reproduced in typewritten or printed form. (e) The document must 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 must 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 his signature his name and the capacity in which he signs. The document may but need not contain a corporate seal, attestation, acknowledgment or verification
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement,3 Edition 2003 by the American Bar Foundation These files are provided for educational and informational use only,and are not to be promulgated for any other purpose.Nothing contained herein is to be considered as the rendering of legal advice for specific cases,and readers are responsible for obtaining such advice from their own legal counsel.Any persons wishing to reprint these files in part or whole must obtain permission from the Manager,Copyrights and Licensing,American Bar Association,at 312-988-6102. (h)If the secretary of state has prescribed a mandatory form for the document under section 1.21,the document must be in or on the prescribed form. (i)The document must be delivered to the office of the secretary of state for filing.Delivery may be made by electronic transmission if and to the extent permitted by the secretary of state.If it is filed in typewritten or printed form and not transmitted electronically,the secretary of state may require one exact or conformed copy to be delivered with the document(except as provided in sections 5.03 and 15.09) (j)When the document is delivered to the office of the secretary of state for filing,the correct filing fee,and any franchise tax,license fee,or penalty required to be paid therewith by this Act or other law must be paid or provision for payment made in a manner permitted by the secretary of state. (k)Whenever a provision of this Act permits any of the terms of a plan or a filed document to be dependent on facts objectively ascertainable outside the plan or filed document,the following provisions apply: (1)The manner in which the facts will operate upon the terms of the plan or filed document shall be set forth in the plan or filed document. (2)The facts may include,but are not limited to: (i)any of the following that is available in a nationally recognized news or information medium either in print or electronically:statistical or market indices,market prices of any security or group of securities,interest rates,currency exchange rates,or similar economic or financial data; (ii)a determination or action by any person or body,including the corporation or any other party to a plan or filed document;or (iii)the terms of,or actions taken under,an agreement to which the corporation is a party,or any other agreement or document. (3)As used in this subsection: (i)"filed document'means a document filed with the secretary of state under any provision of this Act except chapter 15 or section 16.21;and (ii)"plan''means a plan of domestication,nonprofit conversion,entity conversion, merger or share exchange. (4)The following provisions of a plan or filed document may not be made dependent on facts outside the plan or filed document: (i)The name and address of any person required in a filed document. (ii)The registered office of any entity required in a filed document. (iii)The registered agent of any entity required in a filed document. (iv)The number of authorized shares and designation of each class or series of shares (v)The effective date of a filed document. (vi)Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement, 3rd Edition © 2003 by the American Bar Foundation These files are provided for educational and informational use only, and are not to be promulgated for any other purpose. Nothing contained herein is to be considered as the rendering of legal advice for specific cases, and readers are responsible for obtaining such advice from their own legal counsel. Any persons wishing to reprint these files in part or whole must obtain permission from the Manager, Copyrights and Licensing, American Bar Association, at 312-988-6102. 4 (h) If the secretary of state has prescribed a mandatory form for the document under section 1.21, the document must be in or on the prescribed form. (i) The document must be delivered to the office of the secretary of state for filing. Delivery may be made by electronic transmission if and to the extent permitted by the secretary of state. If it is filed in typewritten or printed form and not transmitted electronically, the secretary of state may require one exact or conformed copy to be delivered with the document (except as provided in sections 5.03 and 15.09). (j) When the document is delivered to the office of the secretary of state for filing, the correct filing fee, and any franchise tax, license fee, or penalty required to be paid therewith by this Act or other law must be paid or provision for payment made in a manner permitted by the secretary of state. (k) Whenever a provision of this Act permits any of the terms of a plan or a filed document to be dependent on facts objectively ascertainable outside the plan or filed document, the following provisions apply: (1) The manner in which the facts will operate upon the terms of the plan or filed document shall be set forth in the plan or filed document. (2) The facts may include, but are not limited to: (i) any of the following that is available in a nationally recognized news or information medium either in print or electronically: statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data; (ii) a determination or action by any person or body, including the corporation or any other party to a plan or filed document; or (iii) the terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document. (3) As used in this subsection: (i) “filed document’’ means a document filed with the secretary of state under any provision of this Act except chapter 15 or section 16.21; and (ii) “plan’’ means a plan of domestication, nonprofit conversion, entity conversion, merger or share exchange. (4) The following provisions of a plan or filed document may not be made dependent on facts outside the plan or filed document: (i) The name and address of any person required in a filed document. (ii) The registered office of any entity required in a filed document. (iii) The registered agent of any entity required in a filed document. (iv) The number of authorized shares and designation of each class or series of shares. (v) The effective date of a filed document. (vi) Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement,3 Edition 2003 by the American Bar Foundation These files are provided for educational and informational use only,and are not to be promulgated for any other purpose.Nothing contained herein is to be considered as the rendering of legal advice for specific cases,and readers are responsible for obtaining such advice from their own legal counsel.Any persons wishing to reprint these files in part or whole must obtain permission from the Manager,Copyrights and Licensing,American Bar Association,at 312-988-6102. (5)If a provision of a filed document is made dependent on a fact ascertainable outside of the filed document,and that fact is not ascertainable by reference to a source described in subsection (k)(2)(i)or a document that is a matter of public record,or the affected shareholders have not received notice of the fact from the corporation,then the corporation shall file with the secretary of state articles of amendment setting forth the fact promptly after the time when the fact referred to is first ascertainable or thereafter changes.Articles of amendment under this subsection(k)(5)are deemed to be authorized by the authorization of the original filed document or plan to which they relate and may be filed by the corporation without further action by the board of directors or the shareholders. CROSS-REFERENCES Certificate of existence for foreign corporation,see 15.03. Corporate name,see ch.4,Section 15.06. Correcting filed document,see 1.24. Deliver,”see§1.40. Effective time and date of filing,see 1.23 “Electronic transmission,”see§1.40. Filing fees,.see§l.22 Forms,,see§1.21. Penalty for filing false document,see 1.29. Secretary of corporation,see 1.40. Secretary of state's filing duty,see 1.25. Sign,”see§1.40. Terms of classes or series of shares,see $6.02(d). Terms of merger,see 11.02(d). Terms of share exchange,see 11.03(d) §1.21.FORMS (a)The secretary of state may prescribe and furnish on request forms for:(1)an application for a certificate of existence,(2)a foreign corporation's application for a certificate of authority to transact business in this state,(3)a foreign corporation's application for a certificate of withdrawal,and(4)the annual report.If the secretary of state so requires,use of these forms is mandatory. (b)The secretary of state may prescribe and furnish on request forms for other documents required or permitted to be filed by this Act but their use is not mandatory. CROSS-REFERENCES Annual report,see 16.21. Application for certificate of authority,see $15.03. Application for certificate of withdrawal,see 15.20 Certificate of existence,see 1.28. Effective time and date of filing,see 1.23. Filing fees,see 1.22. Filing requirements,see 1.20. 5
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement, 3rd Edition © 2003 by the American Bar Foundation These files are provided for educational and informational use only, and are not to be promulgated for any other purpose. Nothing contained herein is to be considered as the rendering of legal advice for specific cases, and readers are responsible for obtaining such advice from their own legal counsel. Any persons wishing to reprint these files in part or whole must obtain permission from the Manager, Copyrights and Licensing, American Bar Association, at 312-988-6102. 5 (5) If a provision of a filed document is made dependent on a fact ascertainable outside of the filed document, and that fact is not ascertainable by reference to a source described in subsection (k)(2)(i) or a document that is a matter of public record, or the affected shareholders have not received notice of the fact from the corporation, then the corporation shall file with the secretary of state articles of amendment setting forth the fact promptly after the time when the fact referred to is first ascertainable or thereafter changes. Articles of amendment under this subsection (k)(5) are deemed to be authorized by the authorization of the original filed document or plan to which they relate and may be filed by the corporation without further action by the board of directors or the shareholders. CROSS-REFERENCES Certificate of existence for foreign corporation, see § 15.03. Corporate name, see ch. 4, Section 15.06. Correcting filed document, see § 1.24. “Deliver,” see § 1.40. Effective time and date of filing, see § 1.23. “Electronic transmission,” see § 1.40. Filing fees, see § 1.22. Forms, see § 1.21. Penalty for filing false document, see § 1.29. Secretary of corporation, see § 1.40. Secretary of state’s filing duty, see § 1.25. “Sign,” see § 1.40. Terms of classes or series of shares, see § 6.02(d). Terms of merger, see § 11.02(d). Terms of share exchange, see § 11.03(d). § 1.21. FORMS (a) The secretary of state may prescribe and furnish on request forms for: (1) an application for a certificate of existence, (2) a foreign corporation’s application for a certificate of authority to transact business in this state, (3) a foreign corporation’s application for a certificate of withdrawal, and (4) the annual report. If the secretary of state so requires, use of these forms is mandatory. (b) The secretary of state may prescribe and furnish on request forms for other documents required or permitted to be filed by this Act but their use is not mandatory. CROSS-REFERENCES Annual report, see § 16.21. Application for certificate of authority, see § 15.03. Application for certificate of withdrawal, see § 15.20. Certificate of existence, see § 1.28. Effective time and date of filing, see § 1.23. Filing fees, see § 1.22. Filing requirements, see § 1.20
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement,3 Edition 2003 by the American Bar Foundation These files are provided for educational and informational use only,and are not to be promulgated for any other purpose.Nothing contained herein is to be considered as the rendering of legal advice for specific cases,and readers are responsible for obtaining such advice from their own legal counsel.Any persons wishing to reprint these files in part or whole must obtain permission from the Manager,Copyrights and Licensing,American Bar Association,at 312-988-6102. 1.22.FILING,SERVICE,AND COPYING FEES (a)The secretary of state shall collect the following fees when the documents described in this subsection are delivered to him for filing: Document Fee (1)Articles of incorporation $ (2)Application for use of indistinguishable name (3)Application for reserved name (4)Notice of transfer of reserved name $ (5)Application for registered name $ (6)Application for renewal of registered name $ (7)Corporation's statement of change of registered agent or registered office or both $ (8)Agent's statement of change of registered office for each affected corporation not to exceed a total of $ (9)Agent's statement of resignation No fee. (9A)Articles of domestication $ (9B)Articles of charter surrender $ (9C)Articles of nonprofit conversion $ (9D)Articles of domestication and conversion $ (9E)Articles of entity conversion $ (10)Amendment of articles of incorporation $ (11)Restatement of articles of incorporation with amendment of articles 8 (12)Articles of merger or share exchange (13)Articles of dissolution (14)Articles of revocation of dissolution $ (15)Certificate of administrative dissolution No fee. (16)Application for reinstatement following administrative dissolution $ (17)Certificate of reinstatement No fee. (18)Certificate of judicial dissolution No fee. (19)Application for certificate of authority $ (20)Application for amended certificate of authority $ (21)Application for certificate of withdrawal $ (21A)Application for transfer of authority $ (22)Certificate of revocation of authority to transact business No fee. (23)Annual report $ (24)Articles of correction $ (25)Application for certificate of existence or authorization $ (26)Any other document required or permitted to be filed by this Act $ 6
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement, 3rd Edition © 2003 by the American Bar Foundation These files are provided for educational and informational use only, and are not to be promulgated for any other purpose. Nothing contained herein is to be considered as the rendering of legal advice for specific cases, and readers are responsible for obtaining such advice from their own legal counsel. Any persons wishing to reprint these files in part or whole must obtain permission from the Manager, Copyrights and Licensing, American Bar Association, at 312-988-6102. 6 § 1.22. FILING, SERVICE, AND COPYING FEES (a) The secretary of state shall collect the following fees when the documents described in this subsection are delivered to him for filing: Document Fee (1) Articles of incorporation $______. (2) Application for use of indistinguishable name $______. (3) Application for reserved name $______. (4) Notice of transfer of reserved name $______. (5) Application for registered name $______. (6) Application for renewal of registered name $______. (7) Corporation’s statement of change of registered agent or registered office or both $______. (8) Agent’s statement of change of registered office for each affected corporation not to exceed a total of ______. $______. (9) Agent’s statement of resignation No fee. (9A) Articles of domestication $______. (9B) Articles of charter surrender $______. (9C) Articles of nonprofit conversion $______. (9D) Articles of domestication and conversion $______. (9E) Articles of entity conversion $______. (10) Amendment of articles of incorporation $______. (11) Restatement of articles of incorporation with amendment of articles $______. (12) Articles of merger or share exchange $______. (13) Articles of dissolution $______. (14) Articles of revocation of dissolution $______. (15) Certificate of administrative dissolution No fee. (16) Application for reinstatement following administrative dissolution $______. (17) Certificate of reinstatement No fee. (18) Certificate of judicial dissolution No fee. (19) Application for certificate of authority $______. (20) Application for amended certificate of authority $______. (21) Application for certificate of withdrawal $______. (21A) Application for transfer of authority $______. (22) Certificate of revocation of authority to transact business No fee. (23) Annual report $______. (24) Articles of correction $______. (25) Application for certificate of existence or authorization $______. (26) Any other document required or permitted to be filed by this Act $______
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement,3 Edition 2003 by the American Bar Foundation These files are provided for educational and informational use only,and are not to be promulgated for any other purpose.Nothing contained herein is to be considered as the rendering of legal advice for specific cases,and readers are responsible for obtaining such advice from their own legal counsel.Any persons wishing to reprint these files in part or whole must obtain permission from the Manager,Copyrights and Licensing,American Bar Association,at 312-988-6102. (b)The secretary of state shall collect a fee of each time process is served on him under this Act.The party to a proceeding causing service of process is entitled to recover this fee as costs if he prevails in the proceeding. (c)The secretary of state shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign corporation: (1) $ a page for copying;and (2) for the certificate. CROSS-REFERENCES Agent's change of registered office,see 5.02 Agent's resignation,see 5.03. Amended certificate of authority,see 15.04. Amendment of articles of incorporation,see ss 6.03,6.31,10.06,10.08. Annual report,see 16.21. Certificate of authority,see 15.03. Certificate of withdrawal,see 15.20 Corporation's change of registered agent or office,see 5.02. Correction,see§1.24 Dissolution: administrative,see 14.21 judicial,see 14.31. reinstatement,see 14.22 revocation,see 14.04. voluntary,see§§14.01&14.03 Evidentiary effect of certified copy,see 1.27 Existence,see§l.28 Incorporation,see 2.01 Merger,see§ll.05. Name of corporation,see 4.01 Registered name,see $4.03. Renewal of registered name,see 4.03. Reserved name,see 4.02. Restatement of articles of incorporation,see 10.07 Revocation of certificate of authority,see 15.31. Service on secretary of state,see $11.07,15.20,15.31. Share exchange,see 11.06. Transfer of registered name,see 4.03 个
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement, 3rd Edition © 2003 by the American Bar Foundation These files are provided for educational and informational use only, and are not to be promulgated for any other purpose. Nothing contained herein is to be considered as the rendering of legal advice for specific cases, and readers are responsible for obtaining such advice from their own legal counsel. Any persons wishing to reprint these files in part or whole must obtain permission from the Manager, Copyrights and Licensing, American Bar Association, at 312-988-6102. 7 (b) The secretary of state shall collect a fee of $ ______ each time process is served on him under this Act. The party to a proceeding causing service of process is entitled to recover this fee as costs if he prevails in the proceeding. (c) The secretary of state shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign corporation: (1) $ ______ a page for copying; and (2) $ ______ for the certificate. CROSS-REFERENCES Agent’s change of registered office, see § 5.02. Agent’s resignation, see § 5.03. Amended certificate of authority, see § 15.04. Amendment of articles of incorporation, see §§ 6.03, 6.31, 10.06, 10.08. Annual report, see § 16.21. Certificate of authority, see § 15.03. Certificate of withdrawal, see § 15.20. Corporation’s change of registered agent or office, see § 5.02. Correction, see § 1.24. Dissolution: administrative, see § 14.21. judicial, see § 14.31. reinstatement, see § 14.22. revocation, see § 14.04. voluntary, see §§ 14.01 & 14.03. Evidentiary effect of certified copy, see § 1.27. Existence, see § 1.28. Incorporation, see § 2.01. Merger, see § 11.05. Name of corporation, see § 4.01. Registered name, see § 4.03. Renewal of registered name, see § 4.03. Reserved name, see § 4.02. Restatement of articles of incorporation, see § 10.07. Revocation of certificate of authority, see § 15.31. Service on secretary of state, see §§ 11.07, 15.20, 15.31. Share exchange, see § 11.06. Transfer of registered name, see § 4.03
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement,3 Edition 2003 by the American Bar Foundation These files are provided for educational and informational use only,and are not to be promulgated for any other purpose.Nothing contained herein is to be considered as the rendering of legal advice for specific cases,and readers are responsible for obtaining such advice from their own legal counsel.Any persons wishing to reprint these files in part or whole must obtain permission from the Manager,Copyrights and Licensing,American Bar Association,at 312-988-6102. 1.23.EFFECTIVE TIME AND DATE OF DOCUMENT (a)Except as provided in subsection(b)and section 1.24(c),a document accepted for filing is effective: (1)at the date and time of filing,as evidenced by such means as the secretary of state may use for the purpose of recording the date and time of filing;or (2)at the time specified in the document as its effective time on the date it is filed. (b)A document may specify a delayed effective time and date,and if it does so the document becomes effective at the time and date specified.If a delayed effective date but no time is specified,the document is effective at the close of business on that date.A delayed effective date for a document may not be later than the 90th day after the date it is filed. CROSS-REFERENCES Effective date: amendment or restatement of articles of incorporation,see 10.09. merger or share exchange,see 11.06. voluntary dissolution,see 14.03. Filing duty of secretary of state,see 1.25. Filing fees,see 1.22. Filing requirements,see 1.20. 1.24.CORRECTING FILED DOCUMENT (a)A domestic or foreign corporation may correct a document filed by the secretary of state if(1)the document contains an inaccuracy,or(2)the document was defectively executed,attested,sealed, verified or acknowledged.or (3)the electronic transmission was defective. (b)A document is corrected: (1)by preparing articles of correction that (i)describe the document (including its filing date)or attach a copy of it to the articles, (ii)specify the inaccuracy or defect to be corrected,and (iii)correct the inaccuracy or defect;and (2)by delivering the articles to the secretary of state for filing. (c)Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction.As to those persons,articles of correction are effective when filed
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement, 3rd Edition © 2003 by the American Bar Foundation These files are provided for educational and informational use only, and are not to be promulgated for any other purpose. Nothing contained herein is to be considered as the rendering of legal advice for specific cases, and readers are responsible for obtaining such advice from their own legal counsel. Any persons wishing to reprint these files in part or whole must obtain permission from the Manager, Copyrights and Licensing, American Bar Association, at 312-988-6102. 8 § 1.23. EFFECTIVE TIME AND DATE OF DOCUMENT (a) Except as provided in subsection (b) and section 1.24(c), a document accepted for filing is effective: (1) at the date and time of filing, as evidenced by such means as the secretary of state may use for the purpose of recording the date and time of filing; or (2) at the time specified in the document as its effective time on the date it is filed. (b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the 90th day after the date it is filed. CROSS-REFERENCES Effective date: amendment or restatement of articles of incorporation, see § 10.09. merger or share exchange, see § 11.06. voluntary dissolution, see § 14.03. Filing duty of secretary of state, see § 1.25. Filing fees, see § 1.22. Filing requirements, see § 1.20. § 1.24. CORRECTING FILED DOCUMENT (a) A domestic or foreign corporation may correct a document filed by the secretary of state if (1) the document contains an inaccuracy, or (2) the document was defectively executed, attested, sealed, verified or acknowledged, or (3) the electronic transmission was defective. (b) A document is corrected: (1) by preparing articles of correction that (i) describe the document (including its filing date) or attach a copy of it to the articles, (ii) specify the inaccuracy or defect to be corrected, and (iii) correct the inaccuracy or defect; and (2) by delivering the articles to the secretary of state for filing. (c) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement,3 Edition 2003 by the American Bar Foundation These files are provided for educational and informational use only,and are not to be promulgated for any other purpose.Nothing contained herein is to be considered as the rendering of legal advice for specific cases,and readers are responsible for obtaining such advice from their own legal counsel.Any persons wishing to reprint these files in part or whole must obtain permission from the Manager,Copyrights and Licensing,American Bar Association,at 312-988-6102. CROSS-REFERENCES Deliver,.”seeS1.40. Effective time and date of filing,see 1.23 “Electronic transmission,.”seeS1.40. Filing fees,.see§l.22 Filing requirements,see§1.20， 1.25.FILING DUTY OF SECRETARY OF STATE (a)If a document delivered to the office of the secretary of state for filing satisfies the requirements of section 1.20,the secretary of state shall file it. (b)The secretary of state files a document by recording it as filed on the date and time of receipt.After filing a document,except as provided in sections 5.03 and 15.10,the secretary of state shall deliver to the domestic or foreign corporation or its representative a copy of the document with an acknowledgement of the date and time of filing (c)If the secretary of state refuses to file a document,he shall return it to the domestic or foreign corporation or its representative within five days after the document was delivered,together with a brief,written explanation of the reason for his refusal. (d)The secretary of state's duty to file documents under this section is ministerial.His filing or refusing to file a document does not: (1)affect the validity or invalidity of the document in whole or part; (2)relate to the correctness or incorrectness of information contained in the document; (3)create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect. CROSS-REFERENCES Appeal from rejection of document,see 1.26. “Deliver,”see§1.40. Effective time and date of filing,see 1.23. Filing requirements: fees,see§1.22 generally,see 1.20. resignation of registered agent,see $s 5.03 15.09 service on foreign corporation,see 15.10. Powers of secretary of state,see 1.30. 9
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement, 3rd Edition © 2003 by the American Bar Foundation These files are provided for educational and informational use only, and are not to be promulgated for any other purpose. Nothing contained herein is to be considered as the rendering of legal advice for specific cases, and readers are responsible for obtaining such advice from their own legal counsel. Any persons wishing to reprint these files in part or whole must obtain permission from the Manager, Copyrights and Licensing, American Bar Association, at 312-988-6102. 9 CROSS-REFERENCES “Deliver,” see § 1.40. Effective time and date of filing, see § 1.23. “Electronic transmission,” see § 1.40. Filing fees, see § 1.22. Filing requirements, see § 1.20. § 1.25. FILING DUTY OF SECRETARY OF STATE (a) If a document delivered to the office of the secretary of state for filing satisfies the requirements of section 1.20, the secretary of state shall file it. (b) The secretary of state files a document by recording it as filed on the date and time of receipt. After filing a document, except as provided in sections 5.03 and 15.10, the secretary of state shall deliver to the domestic or foreign corporation or its representative a copy of the document with an acknowledgement of the date and time of filing. (c) If the secretary of state refuses to file a document, he shall return it to the domestic or foreign corporation or its representative within five days after the document was delivered, together with a brief, written explanation of the reason for his refusal. (d) The secretary of state’s duty to file documents under this section is ministerial. His filing or refusing to file a document does not: (1) affect the validity or invalidity of the document in whole or part; (2) relate to the correctness or incorrectness of information contained in the document; (3) create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect. CROSS-REFERENCES Appeal from rejection of document, see § 1.26. “Deliver,” see § 1.40. Effective time and date of filing, see § 1.23. Filing requirements: fees, see § 1.22. generally, see § 1.20. resignation of registered agent, see §§ 5.03 & 15.09. service on foreign corporation, see § 15.10. Powers of secretary of state, see § 1.30
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement,3 Edition 2003 by the American Bar Foundation These files are provided for educational and informational use only,and are not to be promulgated for any other purpose.Nothing contained herein is to be considered as the rendering of legal advice for specific cases,and readers are responsible for obtaining such advice from their own legal counsel.Any persons wishing to reprint these files in part or whole must obtain permission from the Manager,Copyrights and Licensing,American Bar Association,at 312-988-6102. 1.26.APPEAL FROM SECRETARY OF STATE'S REFUSAL TO FILE DOCUMENT (a)If the secretary of state refuses to file a document delivered to his office for filing,the domestic or foreign corporation may appeal the refusal within 30 days after the return of the document to the [name or describe]court [of the county where the corporation's principal office(or,if none in this state,its registered office)is or will be located][of county].The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the secretary of state's explanation of his refusal to file. (b)The court may summarily order the secretary of state to file the document or take other action the court considers appropriate. (c)The court's final decision may be appealed as in other civil proceedings. CROSS-REFERENCES “Deliver,.”seeS1.40. Filing fees,.see§1.22 Filing requirements,.see§1.20， "Principal office": defined,see§l.4o designated in annual report,see 16.21. Registered office: designated in annual report,see 16.21 requirement,.see§§2.02&5.0l. Secretary of state's filing duty,see 1.25 1.27.EVIDENTIARY EFFECT OF COPY OF FILED DOCUMENT A certificate from the secretary of state delivered with a copy of a document filed by the secretary of state,is conclusive evidence that the original document is on file with the secretary of state. CROSS-REFERENCES Certifying fee,see 1.22 Forms,.see§1.21. Secretary of state's filing duty,see 1.25. 1.28.CERTIFICATE OF EXISTENCE (a)Anyone may apply to the secretary of state to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation. 10
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement, 3rd Edition © 2003 by the American Bar Foundation These files are provided for educational and informational use only, and are not to be promulgated for any other purpose. Nothing contained herein is to be considered as the rendering of legal advice for specific cases, and readers are responsible for obtaining such advice from their own legal counsel. Any persons wishing to reprint these files in part or whole must obtain permission from the Manager, Copyrights and Licensing, American Bar Association, at 312-988-6102. 10 § 1.26. APPEAL FROM SECRETARY OF STATE’S REFUSAL TO FILE DOCUMENT (a) If the secretary of state refuses to file a document delivered to his office for filing, the domestic or foreign corporation may appeal the refusal within 30 days after the return of the document to the [name or describe] court [of the county where the corporation’s principal office (or, if none in this state, its registered office) is or will be located] [of ______ county]. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the secretary of state’s explanation of his refusal to file. (b) The court may summarily order the secretary of state to file the document or take other action the court considers appropriate. (c) The court’s final decision may be appealed as in other civil proceedings. CROSS-REFERENCES “Deliver,” see § 1.40. Filing fees, see § 1.22. Filing requirements, see § 1.20. “Principal office”: defined, see § 1.40. designated in annual report, see § 16.21. Registered office: designated in annual report, see § 16.21. requirement, see §§ 2.02 & 5.01. Secretary of state’s filing duty, see § 1.25. § 1.27. EVIDENTIARY EFFECT OF COPY OF FILED DOCUMENT A certificate from the secretary of state delivered with a copy of a document filed by the secretary of state, is conclusive evidence that the original document is on file with the secretary of state. CROSS-REFERENCES Certifying fee, see § 1.22. Forms, see § 1.21. Secretary of state’s filing duty, see § 1.25. § 1.28. CERTIFICATE OF EXISTENCE (a) Anyone may apply to the secretary of state to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation