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
§ 1.43. Qualified director
§ 1.44. Householding
330958v.4
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 existing qualified foreign corporation, see § 17.02.
Effective date of Act, see § 17.06.
Saving provisions, see § 17.03.
§ 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.
330958v.4
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 signed:
(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 the person’s signature the person’s name and the capacity in which the document is signed. The document may but need not contain a corporate seal, attestation, acknowledgment, or verification.
(h) If the secretary of state has prescribed a mandatory form for the document under section1.21, 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
(iii) 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.
(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 authority for foreign corporation, see § 15.03.
Corporate name, see ch. 4, § 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 signing 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, (4) and 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.
§ 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 the secretary of state 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 / $ / .
(20A) Application for certificate of withdrawal / $ / .
(21) 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 / $ / .
(b) The secretary of state shall collect a fee of $ ______each time process is served on the secretary of state under this Act. The party to a proceeding causing service of process is entitled to recover this fee as costs if such party 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 § 14.30.
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 § 2.03.
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.
§ 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 with the secretary of state if (1) the document contains an inaccuracy, or (2) the document was defectively signed, 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.