351.046. Filing requirements--filing signifies document is correct.
Filing requirements--filing signifies document is correct.
351.046. 1. A document shall satisfy the requirements of thissection, and of any other section that adds to or varies from theserequirements, to be entitled to filing by the secretary of state.
2. This chapter shall require or permit filing the document in theoffice of the secretary of state.
3. The document shall contain the information required by thischapter. It may contain other information as well.
4. The document shall be typewritten or printed.
5. The document shall be in the English language. A corporate nameneed not be in English if written in English letters or Arabic or Romannumerals, and the certificate of existence required of foreign corporationsneed not be in English if accompanied by a reasonably authenticated Englishtranslation.
6. The document shall be executed:
(1) By the chairman of the board of directors of a domestic orforeign corporation, by its president, or by another of its officers;
(2) If directors have not been selected or the corporation has notbeen formed, by the incorporator(s); or
(3) If the corporation is in the hands of a receiver, trustee, orother court-appointed fiduciary, by that fiduciary.
7. The person executing the document shall sign it and state beneathor opposite his signature his name and the capacity in which he signs. Thedocument may contain the corporate seal, an attestation by the secretary oran assistant secretary, an acknowledgment, verification or proof.
8. If the secretary of state has prescribed a mandatory form for thedocument under the provisions of section 351.047, the document shall be inor on the prescribed form.
9. The document shall be delivered to the office of the secretary ofstate for filing except as provided in sections 351.376 and 351.592, thecorrect filing fee, or penalty required by this chapter or other law.
10. In accordance with rules established by the secretary of state,any signature on any document authorized to be filed by or with thesecretary of state pursuant to this chapter may be a facsimile, a conformedsignature or an electronically transmitted signature.
11. A statement or document filed under this chapter represents thatthe person signing the document or statement believes the statements aretrue and correct to the best of such person's knowledge and belief, subjectto the penalties provided under section 575.040, RSMo.
(L. 1990 H.B. 1432, A.L. 2003 S.B. 394, A.L. 2004 H.B. 1664)