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)A certificate of existence or authorization sets forth: (1)the domestic corporation's corporate name or the foreign corporation's corporate name used in this state: (2)that (i)the domestic corporation is duly incorporated under the law of this state,the date of its incorporation,and the period of its duration if less than perpetual;or (ii)that the foreign corporation is authorized to transact business in this state; (3)that all fees,taxes,and penalties owed to this state have been paid,if (i)payment is reflected in the records of the secretary of state and (ii)nonpayment affects the existence or authorization of the domestic or foreign corporation; (4)that its most recent annual report required by section 16.21 has been delivered to the secretary of state: (5)that articles of dissolution have not been filed;and (6)other facts of record in the office of the secretary of state that may be requested by the applicant. (c)Subject to any qualification stated in the certificate,a certificate of existence or authorization issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state. CROSS-REFERENCES Certificate of existence for nonqualified foreign corporation,see 15.03 Filing fees,see§1.22 Filing requirements,see 1.20. Forms,,see§1.21 “Principal office”: defined,see§l.40, designated in annual report,see 16.21 Registered office: designated in annual report,see 16.21. requirement,see $2.02,5.01,15.07. 1.29.PENALTY FOR SIGNING FALSE DOCUMENT (a)A person commits an offense if he signs a document he knows is false in any material respect with intent that the document be delivered to the secretary of state for filing (b)An offense under this section is a[ misdemeanor [punishable by a fine of not to exceed 11MODEL 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. 11 (b) A certificate of existence or authorization sets forth: (1) the domestic corporation’s corporate name or the foreign corporation’s corporate name used in this state; (2) that (i) the domestic corporation is duly incorporated under the law of this state, the date of its incorporation, and the period of its duration if less than perpetual; or (ii) that the foreign corporation is authorized to transact business in this state; (3) that all fees, taxes, and penalties owed to this state have been paid, if (i) payment is reflected in the records of the secretary of state and (ii) nonpayment affects the existence or authorization of the domestic or foreign corporation; (4) that its most recent annual report required by section 16.21 has been delivered to the secretary of state; (5) that articles of dissolution have not been filed; and (6) other facts of record in the office of the secretary of state that may be requested by the applicant. (c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state. CROSS-REFERENCES Certificate of existence for nonqualified foreign corporation, see § 15.03. Filing fees, see § 1.22. Filing requirements, see § 1.20. Forms, see § 1.21. “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, 15.07. § 1.29. PENALTY FOR SIGNING FALSE DOCUMENT (a) A person commits an offense if he signs a document he knows is false in any material respect with intent that the document be delivered to the secretary of state for filing. (b) An offense under this section is a [ ______ ] misdemeanor [punishable by a fine of not to exceed $ ______ ]