Search OpenLegislation Statutes
This entry was published on 2014-09-22
The selection dates indicate all change milestones for the entire volume, not just the location being viewed. Specifying a milestone date will retrieve the most recent version of the location before that date.
Certificates; requirements, signing, filing, effectiveness
§ 9003. Certificates; requirements, signing, filing, effectiveness. 1.
Every certificate or other instrument relating to a corporation or a
foreign corporation which is delivered to the superintendent for filing
under this chapter shall be in the English language, except that the
corporate name may be in another language if written in English letters
or characters.

2. Whenever such instrument is required to set forth an address, it
shall include the street and number, or other particular description
instead of a street and number. This requirement does not apply where a
post office address is specified to be set forth.

3. Whenever such instrument is required to set forth the date when an
organization certificate was filed by the superintendent, the original
organization certificate is meant.

4. Every such instrument required under this chapter to be signed and
delivered to the superintendent, except as otherwise provided in the
section providing for such instrument, shall be signed either (a) by the
holders of all outstanding shares entitled to vote thereon, or (b) by
the chairman of the board, the president or vice president and by the
secretary or an assistant secretary or, in the case of a corporation
which does not have a secretary or an assistant secretary, by the
cashier or an assistant cashier, or (c) if there are no such officers,
by a majority of the directors or such directors as are designated by
the majority of the directors in office, or (d) if also there are no
directors, by the holders, or such of them as are designated by the
holders of record of a majority of all outstanding shares entitled to
vote thereon, or (e) if also there is no shareholder of record, by a
subscriber for shares whose subscription has been accepted or his
successor in interest, or (f) if also no subscription for shares has
been accepted, by an incorporator. His name and the capacity in which
any person signs such instrument shall be stated beneath or opposite his
signature. The person signing such instrument, or, if more than one
person signs it, one of such persons shall verify or acknowledge the
instrument if required by the section providing for such instrument.

5. No such instrument shall be filed unless it shall have endorsed
thereon the approval of the superintendent. 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 superintendent 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.

6. Except as otherwise provided in this chapter, such instrument shall
become effective upon the filing thereof by the superintendent.