490.120  Filing requirements.

1.  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.

2.  The document must be filed in the office of the secretary of state.

3.  The document must contain the information required by this chapter. It may contain other information as well.

4.  The document must be typewritten or printed.

5.  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.

6.  Except as provided in section 490.1622, subsection 2, the document must be executed by one of the following methods:

a.  The chairperson of the board of directors of a domestic or foreign corporation, its president, or another of its officers.

b.  If directors have not been selected or the corporation has not been formed, by an incorporator.

c.  If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.

7.  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 person signs. The document may, but need not, contain:

a.  The corporate seals.

b.  An attestation by the secretary or an assistant secretary.

c.  An acknowledgment, verification, or proof.

The secretary of state may accept for filing a document containing a copy of a signature, however made.

8.  If the secretary of state has prescribed a mandatory form for the document under section 490.121, the document must be in or on the prescribed form.

9.  The document must be delivered to the office of the secretary of state for filing and must be accompanied by the correct filing fee.

10.  The secretary of state may adopt rules for the electronic filing of documents and the certification of electronically filed documents.

Section History: Recent form

  89 Acts, ch 288, §3; 90 Acts, ch 1205, §16

Internal References

  Referred to in § 490.125, 490.1622


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