MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement,3 Edition 2003 by the American Bar Foundation These files are provided for educational and informational use only,and are not to be promulgated for any other purpose.Nothing contained herein is to be considered as the rendering of legal advice for specific cases,and readers are responsible for obtaining such advice from their own legal counsel.Any persons wishing to reprint these files in part or whole must obtain permission from the Manager,Copyrights and Licensing,American Bar Association,at 312-988-6102. 1.22.FILING,SERVICE,AND COPYING FEES (a)The secretary of state shall collect the following fees when the documents described in this subsection are delivered to him for filing: Document Fee (1)Articles of incorporation $ (2)Application for use of indistinguishable name (3)Application for reserved name (4)Notice of transfer of reserved name $ (5)Application for registered name $ (6)Application for renewal of registered name $ (7)Corporation's statement of change of registered agent or registered office or both $ (8)Agent's statement of change of registered office for each affected corporation not to exceed a total of $ (9)Agent's statement of resignation No fee. (9A)Articles of domestication $ (9B)Articles of charter surrender $ (9C)Articles of nonprofit conversion $ (9D)Articles of domestication and conversion $ (9E)Articles of entity conversion $ (10)Amendment of articles of incorporation $ (11)Restatement of articles of incorporation with amendment of articles 8 (12)Articles of merger or share exchange (13)Articles of dissolution (14)Articles of revocation of dissolution $ (15)Certificate of administrative dissolution No fee. (16)Application for reinstatement following administrative dissolution $ (17)Certificate of reinstatement No fee. (18)Certificate of judicial dissolution No fee. (19)Application for certificate of authority $ (20)Application for amended certificate of authority $ (21)Application for certificate of withdrawal $ (21A)Application for transfer of authority $ (22)Certificate of revocation of authority to transact business No fee. (23)Annual report $ (24)Articles of correction $ (25)Application for certificate of existence or authorization $ (26)Any other document required or permitted to be filed by this Act $ 6
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement, 3rd Edition © 2003 by the American Bar Foundation These files are provided for educational and informational use only, and are not to be promulgated for any other purpose. Nothing contained herein is to be considered as the rendering of legal advice for specific cases, and readers are responsible for obtaining such advice from their own legal counsel. Any persons wishing to reprint these files in part or whole must obtain permission from the Manager, Copyrights and Licensing, American Bar Association, at 312-988-6102. 6 § 1.22. FILING, SERVICE, AND COPYING FEES (a) The secretary of state shall collect the following fees when the documents described in this subsection are delivered to him for filing: Document Fee (1) Articles of incorporation $______. (2) Application for use of indistinguishable name $______. (3) Application for reserved name $______. (4) Notice of transfer of reserved name $______. (5) Application for registered name $______. (6) Application for renewal of registered name $______. (7) Corporation’s statement of change of registered agent or registered office or both $______. (8) Agent’s statement of change of registered office for each affected corporation not to exceed a total of ______. $______. (9) Agent’s statement of resignation No fee. (9A) Articles of domestication $______. (9B) Articles of charter surrender $______. (9C) Articles of nonprofit conversion $______. (9D) Articles of domestication and conversion $______. (9E) Articles of entity conversion $______. (10) Amendment of articles of incorporation $______. (11) Restatement of articles of incorporation with amendment of articles $______. (12) Articles of merger or share exchange $______. (13) Articles of dissolution $______. (14) Articles of revocation of dissolution $______. (15) Certificate of administrative dissolution No fee. (16) Application for reinstatement following administrative dissolution $______. (17) Certificate of reinstatement No fee. (18) Certificate of judicial dissolution No fee. (19) Application for certificate of authority $______. (20) Application for amended certificate of authority $______. (21) Application for certificate of withdrawal $______. (21A) Application for transfer of authority $______. (22) Certificate of revocation of authority to transact business No fee. (23) Annual report $______. (24) Articles of correction $______. (25) Application for certificate of existence or authorization $______. (26) Any other document required or permitted to be filed by this Act $______
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement,3 Edition 2003 by the American Bar Foundation These files are provided for educational and informational use only,and are not to be promulgated for any other purpose.Nothing contained herein is to be considered as the rendering of legal advice for specific cases,and readers are responsible for obtaining such advice from their own legal counsel.Any persons wishing to reprint these files in part or whole must obtain permission from the Manager,Copyrights and Licensing,American Bar Association,at 312-988-6102. (b)The secretary of state shall collect a fee of each time process is served on him under this Act.The party to a proceeding causing service of process is entitled to recover this fee as costs if he prevails in the proceeding. (c)The secretary of state shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign corporation: (1) $ a page for copying;and (2) for the certificate. CROSS-REFERENCES Agent's change of registered office,see 5.02 Agent's resignation,see 5.03. Amended certificate of authority,see 15.04. Amendment of articles of incorporation,see ss 6.03,6.31,10.06,10.08. Annual report,see 16.21. Certificate of authority,see 15.03. Certificate of withdrawal,see 15.20 Corporation's change of registered agent or office,see 5.02. Correction,see§1.24 Dissolution: administrative,see 14.21 judicial,see 14.31. reinstatement,see 14.22 revocation,see 14.04. voluntary,see§§14.01&14.03 Evidentiary effect of certified copy,see 1.27 Existence,see§l.28 Incorporation,see 2.01 Merger,see§ll.05. Name of corporation,see 4.01 Registered name,see $4.03. Renewal of registered name,see 4.03. Reserved name,see 4.02. Restatement of articles of incorporation,see 10.07 Revocation of certificate of authority,see 15.31. Service on secretary of state,see $11.07,15.20,15.31. Share exchange,see 11.06. Transfer of registered name,see 4.03 个
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement, 3rd Edition © 2003 by the American Bar Foundation These files are provided for educational and informational use only, and are not to be promulgated for any other purpose. Nothing contained herein is to be considered as the rendering of legal advice for specific cases, and readers are responsible for obtaining such advice from their own legal counsel. Any persons wishing to reprint these files in part or whole must obtain permission from the Manager, Copyrights and Licensing, American Bar Association, at 312-988-6102. 7 (b) The secretary of state shall collect a fee of $ ______ each time process is served on him under this Act. The party to a proceeding causing service of process is entitled to recover this fee as costs if he prevails in the proceeding. (c) The secretary of state shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign corporation: (1) $ ______ a page for copying; and (2) $ ______ for the certificate. CROSS-REFERENCES Agent’s change of registered office, see § 5.02. Agent’s resignation, see § 5.03. Amended certificate of authority, see § 15.04. Amendment of articles of incorporation, see §§ 6.03, 6.31, 10.06, 10.08. Annual report, see § 16.21. Certificate of authority, see § 15.03. Certificate of withdrawal, see § 15.20. Corporation’s change of registered agent or office, see § 5.02. Correction, see § 1.24. Dissolution: administrative, see § 14.21. judicial, see § 14.31. reinstatement, see § 14.22. revocation, see § 14.04. voluntary, see §§ 14.01 & 14.03. Evidentiary effect of certified copy, see § 1.27. Existence, see § 1.28. Incorporation, see § 2.01. Merger, see § 11.05. Name of corporation, see § 4.01. Registered name, see § 4.03. Renewal of registered name, see § 4.03. Reserved name, see § 4.02. Restatement of articles of incorporation, see § 10.07. Revocation of certificate of authority, see § 15.31. Service on secretary of state, see §§ 11.07, 15.20, 15.31. Share exchange, see § 11.06. Transfer of registered name, see § 4.03
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement,3 Edition 2003 by the American Bar Foundation These files are provided for educational and informational use only,and are not to be promulgated for any other purpose.Nothing contained herein is to be considered as the rendering of legal advice for specific cases,and readers are responsible for obtaining such advice from their own legal counsel.Any persons wishing to reprint these files in part or whole must obtain permission from the Manager,Copyrights and Licensing,American Bar Association,at 312-988-6102. 1.23.EFFECTIVE TIME AND DATE OF DOCUMENT (a)Except as provided in subsection(b)and section 1.24(c),a document accepted for filing is effective: (1)at the date and time of filing,as evidenced by such means as the secretary of state may use for the purpose of recording the date and time of filing;or (2)at the time specified in the document as its effective time on the date it is filed. (b)A document may specify a delayed effective time and date,and if it does so the document becomes effective at the time and date specified.If a delayed effective date but no time is specified,the document is effective at the close of business on that date.A delayed effective date for a document may not be later than the 90th day after the date it is filed. CROSS-REFERENCES Effective date: amendment or restatement of articles of incorporation,see 10.09. merger or share exchange,see 11.06. voluntary dissolution,see 14.03. Filing duty of secretary of state,see 1.25. Filing fees,see 1.22. Filing requirements,see 1.20. 1.24.CORRECTING FILED DOCUMENT (a)A domestic or foreign corporation may correct a document filed by the secretary of state if(1)the document contains an inaccuracy,or(2)the document was defectively executed,attested,sealed, verified or acknowledged.or (3)the electronic transmission was defective. (b)A document is corrected: (1)by preparing articles of correction that (i)describe the document (including its filing date)or attach a copy of it to the articles, (ii)specify the inaccuracy or defect to be corrected,and (iii)correct the inaccuracy or defect;and (2)by delivering the articles to the secretary of state for filing. (c)Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction.As to those persons,articles of correction are effective when filed
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement, 3rd Edition © 2003 by the American Bar Foundation These files are provided for educational and informational use only, and are not to be promulgated for any other purpose. Nothing contained herein is to be considered as the rendering of legal advice for specific cases, and readers are responsible for obtaining such advice from their own legal counsel. Any persons wishing to reprint these files in part or whole must obtain permission from the Manager, Copyrights and Licensing, American Bar Association, at 312-988-6102. 8 § 1.23. EFFECTIVE TIME AND DATE OF DOCUMENT (a) Except as provided in subsection (b) and section 1.24(c), a document accepted for filing is effective: (1) at the date and time of filing, as evidenced by such means as the secretary of state may use for the purpose of recording the date and time of filing; or (2) at the time specified in the document as its effective time on the date it is filed. (b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the 90th day after the date it is filed. CROSS-REFERENCES Effective date: amendment or restatement of articles of incorporation, see § 10.09. merger or share exchange, see § 11.06. voluntary dissolution, see § 14.03. Filing duty of secretary of state, see § 1.25. Filing fees, see § 1.22. Filing requirements, see § 1.20. § 1.24. CORRECTING FILED DOCUMENT (a) A domestic or foreign corporation may correct a document filed by the secretary of state if (1) the document contains an inaccuracy, or (2) the document was defectively executed, attested, sealed, verified or acknowledged, or (3) the electronic transmission was defective. (b) A document is corrected: (1) by preparing articles of correction that (i) describe the document (including its filing date) or attach a copy of it to the articles, (ii) specify the inaccuracy or defect to be corrected, and (iii) correct the inaccuracy or defect; and (2) by delivering the articles to the secretary of state for filing. (c) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement,3 Edition 2003 by the American Bar Foundation These files are provided for educational and informational use only,and are not to be promulgated for any other purpose.Nothing contained herein is to be considered as the rendering of legal advice for specific cases,and readers are responsible for obtaining such advice from their own legal counsel.Any persons wishing to reprint these files in part or whole must obtain permission from the Manager,Copyrights and Licensing,American Bar Association,at 312-988-6102. CROSS-REFERENCES Deliver,.”seeS1.40. Effective time and date of filing,see 1.23 “Electronic transmission,.”seeS1.40. Filing fees,.see§l.22 Filing requirements,see§1.20， 1.25.FILING DUTY OF SECRETARY OF STATE (a)If a document delivered to the office of the secretary of state for filing satisfies the requirements of section 1.20,the secretary of state shall file it. (b)The secretary of state files a document by recording it as filed on the date and time of receipt.After filing a document,except as provided in sections 5.03 and 15.10,the secretary of state shall deliver to the domestic or foreign corporation or its representative a copy of the document with an acknowledgement of the date and time of filing (c)If the secretary of state refuses to file a document,he shall return it to the domestic or foreign corporation or its representative within five days after the document was delivered,together with a brief,written explanation of the reason for his refusal. (d)The secretary of state's duty to file documents under this section is ministerial.His filing or refusing to file a document does not: (1)affect the validity or invalidity of the document in whole or part; (2)relate to the correctness or incorrectness of information contained in the document; (3)create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect. CROSS-REFERENCES Appeal from rejection of document,see 1.26. “Deliver,”see§1.40. Effective time and date of filing,see 1.23. Filing requirements: fees,see§1.22 generally,see 1.20. resignation of registered agent,see $s 5.03 15.09 service on foreign corporation,see 15.10. Powers of secretary of state,see 1.30. 9
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement, 3rd Edition © 2003 by the American Bar Foundation These files are provided for educational and informational use only, and are not to be promulgated for any other purpose. Nothing contained herein is to be considered as the rendering of legal advice for specific cases, and readers are responsible for obtaining such advice from their own legal counsel. Any persons wishing to reprint these files in part or whole must obtain permission from the Manager, Copyrights and Licensing, American Bar Association, at 312-988-6102. 9 CROSS-REFERENCES “Deliver,” see § 1.40. Effective time and date of filing, see § 1.23. “Electronic transmission,” see § 1.40. Filing fees, see § 1.22. Filing requirements, see § 1.20. § 1.25. FILING DUTY OF SECRETARY OF STATE (a) If a document delivered to the office of the secretary of state for filing satisfies the requirements of section 1.20, the secretary of state shall file it. (b) The secretary of state files a document by recording it as filed on the date and time of receipt. After filing a document, except as provided in sections 5.03 and 15.10, the secretary of state shall deliver to the domestic or foreign corporation or its representative a copy of the document with an acknowledgement of the date and time of filing. (c) If the secretary of state refuses to file a document, he shall return it to the domestic or foreign corporation or its representative within five days after the document was delivered, together with a brief, written explanation of the reason for his refusal. (d) The secretary of state’s duty to file documents under this section is ministerial. His filing or refusing to file a document does not: (1) affect the validity or invalidity of the document in whole or part; (2) relate to the correctness or incorrectness of information contained in the document; (3) create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect. CROSS-REFERENCES Appeal from rejection of document, see § 1.26. “Deliver,” see § 1.40. Effective time and date of filing, see § 1.23. Filing requirements: fees, see § 1.22. generally, see § 1.20. resignation of registered agent, see §§ 5.03 & 15.09. service on foreign corporation, see § 15.10. Powers of secretary of state, see § 1.30
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement,3 Edition 2003 by the American Bar Foundation These files are provided for educational and informational use only,and are not to be promulgated for any other purpose.Nothing contained herein is to be considered as the rendering of legal advice for specific cases,and readers are responsible for obtaining such advice from their own legal counsel.Any persons wishing to reprint these files in part or whole must obtain permission from the Manager,Copyrights and Licensing,American Bar Association,at 312-988-6102. 1.26.APPEAL FROM SECRETARY OF STATE'S REFUSAL TO FILE DOCUMENT (a)If the secretary of state refuses to file a document delivered to his office for filing,the domestic or foreign corporation may appeal the refusal within 30 days after the return of the document to the [name or describe]court [of the county where the corporation's principal office(or,if none in this state,its registered office)is or will be located][of county].The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the secretary of state's explanation of his refusal to file. (b)The court may summarily order the secretary of state to file the document or take other action the court considers appropriate. (c)The court's final decision may be appealed as in other civil proceedings. CROSS-REFERENCES “Deliver,.”seeS1.40. Filing fees,.see§1.22 Filing requirements,.see§1.20， "Principal office": defined,see§l.4o designated in annual report,see 16.21. Registered office: designated in annual report,see 16.21 requirement,.see§§2.02&5.0l. Secretary of state's filing duty,see 1.25 1.27.EVIDENTIARY EFFECT OF COPY OF FILED DOCUMENT A certificate from the secretary of state delivered with a copy of a document filed by the secretary of state,is conclusive evidence that the original document is on file with the secretary of state. CROSS-REFERENCES Certifying fee,see 1.22 Forms,.see§1.21. Secretary of state's filing duty,see 1.25. 1.28.CERTIFICATE OF EXISTENCE (a)Anyone may apply to the secretary of state to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation. 10
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement, 3rd Edition © 2003 by the American Bar Foundation These files are provided for educational and informational use only, and are not to be promulgated for any other purpose. Nothing contained herein is to be considered as the rendering of legal advice for specific cases, and readers are responsible for obtaining such advice from their own legal counsel. Any persons wishing to reprint these files in part or whole must obtain permission from the Manager, Copyrights and Licensing, American Bar Association, at 312-988-6102. 10 § 1.26. APPEAL FROM SECRETARY OF STATE’S REFUSAL TO FILE DOCUMENT (a) If the secretary of state refuses to file a document delivered to his office for filing, the domestic or foreign corporation may appeal the refusal within 30 days after the return of the document to the [name or describe] court [of the county where the corporation’s principal office (or, if none in this state, its registered office) is or will be located] [of ______ county]. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the secretary of state’s explanation of his refusal to file. (b) The court may summarily order the secretary of state to file the document or take other action the court considers appropriate. (c) The court’s final decision may be appealed as in other civil proceedings. CROSS-REFERENCES “Deliver,” see § 1.40. Filing fees, see § 1.22. Filing requirements, see § 1.20. “Principal office”: defined, see § 1.40. designated in annual report, see § 16.21. Registered office: designated in annual report, see § 16.21. requirement, see §§ 2.02 & 5.01. Secretary of state’s filing duty, see § 1.25. § 1.27. EVIDENTIARY EFFECT OF COPY OF FILED DOCUMENT A certificate from the secretary of state delivered with a copy of a document filed by the secretary of state, is conclusive evidence that the original document is on file with the secretary of state. CROSS-REFERENCES Certifying fee, see § 1.22. Forms, see § 1.21. Secretary of state’s filing duty, see § 1.25. § 1.28. CERTIFICATE OF EXISTENCE (a) Anyone may apply to the secretary of state to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation