§ 1.20. Filing requirements

(a) 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.

(b) This title must require or permit filing the document in the Office of the Secretary of State.

(c) The document must contain the information required by this title. It may contain other information as well.

(d) The document must be typewritten or printed or, if electronically transmitted, it must be in a format that can be retrieved or reproduced in typewritten or printed form or in an electronic format prescribed by the Secretary of State.

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

(f) The document must be executed:

(1) by the chair of the board of directors of a domestic or foreign corporation, or by any officer of the corporation;

(2) if directors have not been selected or the corporation has not been formed, by an incorporator; or

(3) if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.

(g) The person executing the document shall sign it and state beneath or opposite his or her signature his or her name and the capacity in which he or she signs. The document may but need not contain:

(1) the corporate seal;

(2) an attestation by the secretary or an assistant secretary;

(3) an acknowledgement, verification, or proof.

(h) If the Secretary of State has prescribed a mandatory form or electronic format for the document under section 1.21 of this title, the document must be in or on the prescribed form.

(i) The document must be delivered to the Office of the Secretary of State for filing and must be accompanied by one exact or conformed copy, the correct filing fee, and any penalty required by this title.

(j)(1) Any of the terms of a plan or filed documents may be made dependent on facts ascertainable outside the plan or filed documents as follows:

(A) The manner in which the facts operate on the terms of the plan or filed document must be clearly and expressly set forth in the plan or filed document.

(B) The facts may include without limitation actions or events within the control of, or determinations made by, a part to the plan or filing the filed document or a representative of a party to the plan or filing the filed document.

(2) As used in this section:

(A) "Filed document" means a document filed with the secretary of state under any provision of this title, except chapter 15 or section 16.22 of this title.

(B) "Plan" means a plan of merger or share exchange. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 77, eff. June 6, 2008.)