Rules for filing corporate documents with the state

(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 department director. (b) This chapter must require or permit filing the document in the office of the department director. (c) The document must contain the information required by this chapter. It may contain other information as well. (d) The document must be typewritten or printed. (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 good standing required of foreign corporations need not be in English if accompanied by an English translation under oath of the translator. (f) The document must be certified and executed: (1) By the chairperson of the board of directors of a domestic or foreign corporation, by its president, or by another of its officers; (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 print beneath or opposite that person's signature the person's name and the capacity in which the person signs. The document may but need not contain: (1) The corporate seal; (2) An attestation by the secretary or an assistant secretary; or (3) An acknowledgment, verification, or proof. (h) If the department director has prescribed a mandatory form for the document under section 414-12, the document must be in or on the prescribed form. (i) The document must be delivered to the office of the department director for filing and must be accompanied by the correct filing fee and any penalty required by this chapter.