14A:1-6.Execution, filing and recording of documents
14A:1-6. Execution, filing and recording of documents.
(1) If a document relating to a domestic or foreign corporation is required or permitted to be filed in the office of the Secretary of State under this act:
(a) The document shall be in the English language, shall be typed or machine printed, except that the corporate name need not be in the English language if written in English letters or Arabic or Roman numerals, and except that this requirement shall not apply to a certificate of good standing under paragraph 14A:2-4(2)(b), section 14A:2-5, or subsection 14A:13-4 (2).
(b) The filing shall be accomplished by delivering the document to the office of the Secretary of State, together with the fees and any accompanying documents required by law. Thereupon, the Secretary of State shall endorse the document with the word "Filed" with his official title and shall file it in his office. Each document accepted for filing shall be deemed filed as of the latest date and time of receipt stamped upon it pursuant to subsection (7) of this section. If a document was erroneously rejected for filing by the Secretary of State or for any other reason the latest "received" date would not properly reflect the filing date, the Secretary of State shall, upon request, mark the document "Filed" as of the correct date.
(c) The transaction in connection with which the document has been filed shall be effective at the time of filing, unless a subsequent effective time is set forth in such document pursuant to any other provision of this act, in which case such transaction shall be effective at the time so specified, which shall in no event be later than 90 days after the date of filing.
(2) If a document relating to a domestic corporation or a foreign corporation is required or permitted to be filed under this act and is also required by this act to be executed on behalf of such corporation, the document shall be signed by the chairman of the board, or the president or a vice-president. The name of any person so signing such a document, and the capacity in which he signs, shall be stated beneath or opposite his signature. The document may, but need not, contain
(a) The corporate seal; or
(b) An attestation by the secretary or an assistant secretary of the corporation; or
(c) An acknowledgment or proof.
If the corporation is in the hands of a receiver, trustee, or other court appointed officer, the document shall be signed by such fiduciary or the majority of them, if there are more than one.
(3) (Deleted by amendment, P.L.1988, c.94.)
(4) The Secretary of State shall record all documents, excepting annual reports, which relate to or in any way affect corporations, and which are required or permitted by law to be filed in his office. The recording may be effected by typewritten copy, or by photographic, microphotographic or microfilming process, or in such other manner as may be provided by law. Such records shall be kept in a place separate and away from the place where the originals are filed.
(5) If any instrument filed with the Secretary of State under any provision of this act is an inaccurate record of the corporate action therein referred to, or was defectively or erroneously executed, such instrument may be corrected by filing with the Secretary of State a certificate of correction executed on behalf of the corporation. The certificate of correction shall specify the inaccuracy or defect to be corrected and shall set forth the correction. The instrument so corrected shall be deemed to have been effective in its corrected form as of its original filing date except as to persons who relied upon the inaccurate portion of the certificate and who are adversely affected by the correction; the correction shall be effective as to such persons as of the effective date of filing of the certificate of correction.
(6) Whenever this act requires that any certificate, report or statement made, published or recorded by any corporation, domestic or foreign, state the residence or post office address of any incorporator, shareholder, director or officer, there may be furnished in the document either the home address or the business address of the person.
(7) All documents submitted or resubmitted to the Secretary of State shall be stamped immediately with the word "Received" together with the date and time of receipt.
L.1968, c.350; amended 1973,c.366,s.1; 1988,c.94,s.2; 1995,c.279,s.2.
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Last modified: October 11, 2016