1003. Certificates; requirements, signing, filing, effectiveness. 1. Every certificate or other instrument relating to a corporation or foreign corporation which is delivered to the superintendent for filing under this chapter shall be in the English language, except that the corporate name may be in another language if written in English letters or characters.
2. Whenever such instrument is required to set forth an address, it shall include the street and number, or other particular description instead of a street and number. This requirement does not apply where a post office address is specified to be set forth.
3. Whenever such instrument is required to set forth the date when an organization certificate was filed by the superintendent, the original organization certificate 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.
4. Every such instrument required under this chapter to be signed and delivered to the superintendent shall, except as otherwise specified in the section providing for such instrument, be signed either (a) by the holders of all outstanding shares entitled to vote thereon, or (b) by the chairman of the board, the president or a vice president and by the secretary or an assistant secretary or, in the case of a corporation which does not have a secretary or an assistant secretary, by the cashier or an assistant cashier or (c) if there are no such officers, by a majority of the directors or such directors as are designated by a majority of the directors in office, or (d) if also there are no directors, by the holders, or such of them as are designated by the holders, of record of a majority of all outstanding shares, entitled to vote thereon, or (e) if also there is no stockholder of record, by a subscriber for shares whose subscription has been accepted or his successor in interest, or (f) if also no subscription for shares has been accepted, by an incorporator or anyone acting in his stead under subdivision three of section six thousand fifteen. His name and the capacity in which any person signs such instrument shall be stated beneath or opposite his signature. The person signing such instrument, or if more than one person signs it, one of such persons shall verify or acknowledge the instrument if required by the section providing for such instrument.
5. No such instrument shall be filed unless it shall have endorsed thereon the approval of the superintendent. 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 superintendent 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.
6. Except as otherwise provided in this chapter, such instrument shall become effective upon the filing thereof by the superintendent.
7. The superintendent shall make, certify and transmit a copy of each such instrument to the clerk of the county in which the office of the corporation or foreign corporation is or is to be located. The county clerk shall file and index such copy.
Last modified: February 3, 2019