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This entry was published on 2014-09-22
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Certificates; requirements, signing, filing, effectiveness
Not-for-Profit Corporation (NPC) CHAPTER 35, 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 of
incorporation or the date when a certificate of incorporation was filed,
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 supreme court
justice, governmental body or officer, or, other person or 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

(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.