16-10a-120. Filing requirements.
(1) A document must satisfy the requirements of this section, and of any other section of
this chapter that adds to or varies these requirements, to be entitled to filing by the division.
(2) This chapter must require or permit filing the document with the division.
(3) (a) The document must contain the information required by this chapter.
(b) A document may contain information in addition to that required in Subsection
(3)(a).
(4) The document must be typewritten or machine printed.
(5) (a) The document must be in the English language.
(b) A corporate name need not be in English if written in English letters, Arabic or
Roman numerals.
(c) 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, or must be a true copy made by photographic,
xerographic, electronic, or other process that provides similar copy accuracy of a document that
has been executed:
(a) by the chairman of the board of directors of a domestic or foreign corporation, by all
of its directors, or by one 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;
(d) if the document is that of a registered agent, by the registered agent, if the person is
an individual, or by a person authorized by the registered agent to execute the document, if the
registered agent is an entity; or
(e) by an attorney in fact if the corporation retains the power of attorney with the
corporation's records.
(7) The document shall state beneath or opposite the signature of the person executing
the document the signer's name and the capacity in which the document is signed.
(8) The document may, but need not, contain:
(a) the corporate seal;
(b) an attestation by the secretary or an assistant secretary; or
(c) an acknowledgment, verification, or proof.
(9) The signature of each person signing the document, whether or not the document
contains an acknowledgment, verification, or proof permitted by Subsection (8), constitutes the
affirmation or acknowledgment of the person, under penalties of perjury, that the document is the
person's act and deed or the act and deed of the entity on behalf of which the document is
executed, and that the facts stated in the document are true.
(10) If the division has prescribed a mandatory form or cover sheet for the document
under Section 16-10a-121, the document must be in or on the prescribed form or must have the
required cover sheet.
(11) The document must be delivered to the division for filing and must be accompanied
by one exact or conformed copy, except as provided in Section 16-10a-1510, the correct filing
fee, and any franchise tax, license fee, or penalty required by this chapter or other law.
(12) Except with respect to a filing pursuant to Section 16-10a-1510, the document must
state, or be accompanied by a writing stating, the address to which the division may send a copy
upon completion of the filing.
Amended by Chapter 364, 2008 General Session
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Last revised: Thursday, May 28, 2009