§ 104 — Certificates; requirements, signing, filing, effectiveness

§ 104. Certificates; requirements, signing, filing, effectiveness.\n (a) Every certificate or other instrument relating to a domestic or\nforeign corporation which is delivered to the department of state for\nfiling under this chapter, other than a certificate of existence under\nsection 1304 (Application for authority; contents), shall be in the\nEnglish language, except that the corporate name may be in another\nlanguage if written in English letters or characters.\n (c) Whenever such instrument is required to set forth the date of\nincorporation or the date when a certificate of incorporation was filed,\nthe original certificate of incorporation is meant. This requirement\nshall be satisfied, in the case of a corporation created by special act,\nby setting forth the chapter number and year of passage of such act.\n (d) Every such certificate required under this chapter to be signed\nand delivered to the department of state shall, except as otherwise\nspecified in the section providing for such certificate, be signed\neither by an officer, director, attorney-in-fact or duly authorized\nperson and include the name and the capacity in which such person signs\nsuch certificate.\n (e) If an instrument which is delivered to the department of state for\nfiling complies as to form with the requirements of law and there has\nbeen attached to it the consent or approval of the supreme court\njustice, governmental body or officer, or, other person or body, if any,\nwhose consent to or approval of such instrument or the filing thereof is\nrequired by any statute of this state and the filing fee and tax, if\nany, required by any statute of this state in connection therewith have\nbeen paid, the instrument shall be filed and indexed by the department\nof state. No certificate of authentication or conformity or other proof\nshall be required with respect to any verification, oath or\nacknowledgment of any instrument delivered to the department of state\nunder this chapter, if such verification, oath or acknowledgment\npurports to have been made before a notary public, or person performing\nthe equivalent function, of one of the states, or any subdivision\nthereof, of the United States or the District of Columbia. Without\nlimiting the effect of section four hundred three of this chapter,\nfiling and indexing by the department of state shall not be deemed a\nfinding that a certificate conforms to law, nor shall it be deemed to\nconstitute an approval by the department of state of the name of the\ncorporation or the contents of the certificate, nor shall it be deemed\nto prevent any person with appropriate standing from contesting the\nlegality thereof in an appropriate forum.\n (f) Except as otherwise provided in this chapter, such instrument\nshall become effective upon the filing thereof by the department of\nstate.\n (g) The department shall make, certify and transmit electronically a\ncopy of each such instrument to the clerk of the county in which the\noffice of the domestic or foreign corporation is or is to be located.\nThe county clerk shall file and index such copy.\n