/* We follow with the Model Business Corporation Act. This is split into 8 sections. This act represents the best of thinking of modern corporations law. */
REVISED MODEL BUSINESS CORPORATION ACT 1.20
Chapter 1
GENERAL PROVISIONS
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."
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.
Subchapter B
Filing Documents
1.20 Filing Requirements
(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.
(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: (1) the corporate seal, (2) an attestation by the secretary or an assistant secretary, (3) an acknowledgement verification, or proof.
(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 and must be accompanied by one exact or conformed copy (except as provided in sections 5.03 and 15.09), the correct filing fee, and any franchise tax, license fee, or penalty required by this Act or other law.
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.
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 time of filing on the date it is filed, as evidenced by the secretary of state's date and time endorsement on the original document; 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.
/* From time to time tax considerations may result in persons wanting a delayed date. */
1.24 Correcting Filed Document
(a) A domestic or foreign corporation may correct a document filed by the secretary of state if the document (1) contains an incorrect statement or (2) was defectively executed, attested, sealed, verified, or acknowledged.
(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 incorrect statement and the reason it is incorrect or the manner in which the execution was defective, and (iii) correct the incorrect statement or defective execution 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.
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 stamping or otherwise endorsing "Filed," together with his name and official title and the date and time of receipt, on both the original and the document copy and on the receipt for the filing fee. After filing a document, except as provided in sections 5.03 and 15.10, the secretary of state shall deliver the document copy, with the filing fee receipt (or acknowledgement of receipt if no fee is required) attached, to the domestic or foreign corporation or its representative.
(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.
1.27 Evidentiary Effect of Copy of Filed Document
A certificate attached to a copy of a document filed by the secretary of state, bearing his signature (which may be in facsimile) and the seal of this state, is conclusive evidence that the original document is on file with the secretary of state.
Subchapter D
Definitions
1.40 Act Definitions
/* As "modern" law are prone to do, this act contains a lot of definitions. Therefore the dictionary definition of words does not control in the rest of the code. This can result in mis-interpreting the law if the definitions are not considered when the statute is read. */
In this Act:
(1) "Articles of incorporation" include amended and restated articles of incorporation and articles of merger.
(2) "Authorized shares" means the shares of all classes a domestic or foreign corporation is authorized to issue.
(3) "Conspicuous" means so written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing in italics or boldface or contrasting color, or typing in capitals or underlined, is conspicuous.
/* The same definition is in the Uniform Commercial Code. */
(4) "Corporation" or "domestic corporation" means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of this Act.
(5) "Deliver" includes mail.
(6) "Distribution" means a direct or indirect transfer of money or other property (except its own shares) or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in
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