16-6a-105 - Filing requirements.
16-6a-105. Filing requirements.
(1) To be entitled to filing by the division, a document shall satisfy the requirements of:
(a) this section; and
(b) any other section of this chapter that adds to or varies the requirements of thissection.
(2) This chapter shall require or permit filing the document with the division.
(3) (a) A document shall contain the information required by this chapter.
(b) In addition to the document information required by this chapter, a document maycontain other information.
(4) A document shall be:
(a) typewritten; or
(b) machine printed.
(5) (a) A document shall be in the English language.
(b) A corporate name need not be in English if written in:
(i) English letters; or
(ii) Arabic or Roman numerals.
(c) Notwithstanding Subsection (5)(a), a certificate of existence required of a foreignnonprofit corporation need not be in English if accompanied by a reasonably authenticatedEnglish translation.
(6) (a) A document shall be:
(i) executed by a person in Subsection (6)(b); or
(ii) a true copy made by photographic, xerographic, electronic, or other process thatprovides similar copy accuracy of a document that has been executed by a person listed inSubsection (6)(b).
(b) A document shall be executed by:
(i) the chair of the board of directors of a domestic or foreign nonprofit corporation;
(ii) all of the directors of a domestic or foreign nonprofit corporation;
(iii) an officer of the domestic or foreign nonprofit corporation;
(iv) if directors have not been selected or the domestic or foreign nonprofit corporationhas not been formed, an incorporator;
(v) if the domestic or foreign nonprofit corporation is in the hands of a receiver, trustee,or other court-appointed fiduciary, that receiver, trustee, or court-appointed fiduciary;
(vi) if the document is that of a registered agent:
(A) the registered agent, if the person is an individual; or
(B) a person authorized by the registered agent to execute the document, if the registeredagent is an entity; or
(vii) an attorney in fact if a nonprofit corporation retains the power of attorney with thenonprofit corporation's records.
(7) A document shall state beneath or opposite the signature of the person executing thedocument:
(a) the signer's name; and
(b) the capacity in which the document is signed.
(8) A document may contain:
(a) the corporate seal;
(b) an attestation by the secretary or an assistant secretary; or
(c) an acknowledgment, verification, or proof.
(9) The signature of each person signing a document, whether or not the documentcontains an acknowledgment, verification, or proof permitted by Subsection (8), constitutes theaffirmation or acknowledgment of the person, under penalties of perjury, that:
(a) the document is:
(i) the person's act and deed; or
(ii) the act and deed of the entity on behalf of which the document is executed; and
(b) the facts stated in the document are true.
(10) If the division has prescribed a mandatory form or cover sheet for the documentunder Section 16-6a-106, a document shall be:
(a) in or on the prescribed form; or
(b) have the required cover sheet.
(11) A document shall be:
(a) delivered to the division for filing; and
(b) accompanied by:
(i) one exact or conformed copy, except as provided in Section 16-6a-1510;
(ii) the correct filing fee; and
(iii) any franchise tax, license fee, or penalty required by this chapter or other law.
(12) Except with respect to a filing pursuant to Section 16-6a-1510, a document shallstate, or be accompanied by a writing stating, the address to which the division may send a copyupon completion of the filing.
Amended by Chapter 364, 2008 General Session