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California Corporations Code Section 110

Legal Research Home > California Lawyer > Corporations Code > California Corporations Code Section 110

(a) Upon receipt of any instrument by the Secretary of State
for filing pursuant to this division, if it conforms to law, it shall
be filed by, and in the office of, the Secretary of State and the
date of filing endorsed thereon.  Except for instruments filed
pursuant to Section 1502, the date of filing shall be the date the
instrument is received by the Secretary of State unless withheld from
filing for a period of time pursuant to a request by the party
submitting it for filing or unless in the judgment of the Secretary
of State the filing is intended to be coordinated with the filing of
some other corporate document which cannot be filed.  The Secretary
of State shall file a document as of any requested future date not
more than 90 days after its receipt, including a Saturday, Sunday, or
legal holiday, if the document is received in the Secretary of State'
s office at least one business day prior to the requested date of
filing.  An instrument does not fail to conform to law because it is
not accompanied by the full filing fee if the unpaid portion of the
fee does not exceed the limits established by the policy of the
Secretary of State for extending credit in these cases.
   (b) If the Secretary of State determines that an instrument
submitted for filing or otherwise submitted does not conform to law
and returns it to the person submitting it, the instrument may be
resubmitted accompanied by a written opinion of the member of the
State Bar of California submitting the instrument, or representing
the person submitting it, to the effect that the specific provision
of the instrument objected to by the Secretary of State does conform
to law and stating the points and authorities upon which the opinion
is based.  The Secretary of State shall rely, with respect to any
disputed point of law (other than the application of Sections 201,
2101, and 2106), upon that written opinion in determining whether the
instrument conforms to law.  The date of filing in that case shall
be the date the instrument is received on resubmission.
   (c) Any instrument filed with respect to a corporation (other than
original articles) may provide that it is to become effective not
more than 90 days subsequent to its filing date.  In case such a
delayed effective date is specified, the instrument may be prevented
from becoming effective by a certificate stating that by appropriate
corporate action it has been revoked and is null and void, executed
in the same manner as the original instrument and filed before the
specified effective date.  In the case of a merger agreement, the
certificate revoking the earlier filing need only be executed on
behalf of one of the constituent corporations.  If no revocation
certificate is filed, the instrument becomes effective on the date
specified.

Last modified: January 12, 2009