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This entry was published on 2014-09-22
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SECTION 104
Certificates; requirements, signing, filing, effectiveness
Business Corporation (BSC) CHAPTER 4, ARTICLE 1
§ 104. Certificates; requirements, signing, filing, effectiveness.

(a) Every certificate or other instrument relating to a domestic or
foreign corporation which is delivered to the department of state for
filing under this chapter, other than a certificate of existence under
section 1304 (Application for authority; contents), shall be in the
English language, except that the corporate name may be in another
language if written in English letters or characters.

(c) Whenever such instrument is required to set forth the date when a
certificate of incorporation was filed by the department of state, the
original certificate of incorporation is meant. This requirement shall
be satisfied, in the case of a corporation created by special act, by
setting forth the chapter number and year of passage of such act.

(d) Every such certificate required under this chapter to be signed
and delivered to the department of state shall, except as otherwise
specified in the section providing for such certificate, be signed
either by an officer, director, attorney-in-fact or duly authorized
person and include the name and the capacity in which such person signs
such certificate.

(e) If an instrument which is delivered to the department of state for
filing complies as to form with the requirements of law and there has
been attached to it the consent or approval of the state official,
department, board, agency or other body, if any, whose consent to or
approval of such instrument or the filing thereof is required by any
statute of this state and the filing fee and tax, if any, required by
any statute of this state in connection therewith have been paid, the
instrument shall be filed and indexed by the department of state. 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 department of state 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. Without limiting the effect of section four
hundred three of this chapter, filing and indexing by the department of
state shall not be deemed a finding that a certificate conforms to law,
nor shall it be deemed to constitute an approval by the department of
state of the name of the corporation or the contents of the certificate,
nor shall it be deemed to prevent any person with appropriate standing
from contesting the legality thereof in an appropriate forum.

(f) Except as otherwise provided in this chapter, such instrument
shall become effective upon the filing thereof by the department of
state.

(g) The department shall make, certify and transmit electronically a
copy of each such instrument to the clerk of the county in which the
office of the domestic or foreign corporation is or is to be located.
The county clerk shall file and index such copy.