Section 504.111. 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 by the secretary of state.

  2.  This chapter must require or permit filing the document 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. If the document is electronically transmitted, it must be in a format that can be retrieved or reproduced in typewritten or printed form.

  5.  The document must be in the English language. However, a corporate name need not be in English if written in English letters or Arabic or Roman numerals. The certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.

  6.  The document must be executed by one of the following:

  a.  The presiding officer of the board of directors of a domestic or foreign corporation, its president, or by 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 a document shall sign it and state beneath or opposite the signature the person’s name and the capacity in which the person signs. The document may contain a corporate seal, an attestation, an acknowledgment, or a verification.

  8.  If the secretary of state has prescribed a mandatory form for a document under section 504.112, 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. Delivery may be made by electronic transmission if and to the extent permitted by the secretary of state. If it is filed in typewritten or printed form and not transmitted electronically, the secretary of state may require one exact or conformed copy to be delivered with the document, except as provided in sections 504.503 and 504.1509.

  10.  When the document is delivered to the office of the secretary of state for filing, the correct filing fee, and any franchise tax, license fee, or penalty, shall be paid in a manner permitted by the secretary of state.

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

  12.  Whenever a provision of this chapter permits any of the terms of a plan or a filed document to be dependent on facts objectively ascertainable outside the plan or filed document, all of the following provisions apply:

  a.  The manner in which the facts will operate upon the terms of the plan or filed document shall be set forth in the plan or filed document.

  b.  The facts may include any of the following:

  (1)  Any of the following that is available in a nationally recognized news or information medium either in print or electronically: statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data.

  (2)  A determination or action by any person or body, including the corporation or any other party to a plan or filed document.

  (3)  The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document.

  c.  As used in this subsection, all of the following apply:

  (1)  “Filed document” means a document filed with the secretary of state under any provision of this chapter except subchapter XV or section 504.1613.

  (2)  “Plan” means a plan of entity conversion or merger.

2004 Acts, ch 1049, §3, 192

; 2005 Acts, ch 19, §77

; 2015 Acts, ch 45, §2

NEW subsection 12