SEC. 79-4-1.20. Filing requirements.
(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 Secretary of State.
(b) Section 79-4-1.01 et seq. must require or permit filing the document in the office of the Secretary of State.
(c) The document must contain the information required by Section 79-4-1.01 et seq. It may contain other information as well.
(d) The document must be typewritten or printed in black ink.
(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 existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.
(f) The document must be executed:
(1) By the chairman 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 state beneath or opposite his signature his name and the capacity in which he signs. The document may but need not contain: (1) the corporate seal, (2) an attestation by the secretary or an assistant secretary, (3) an acknowledgement, verification or proof. A document required or permitted to be filed under this chapter which contains a copy of a signature, however made, is acceptable for filing.
(h) If the Secretary of State has prescribed a mandatory form for the document under Section 79-4-1.21, the document must be in or on the prescribed form.
(i) The document must be delivered to the office of the Secretary of State for filing and must be accompanied by the correct filing fee and any franchise tax, license fee or penalty required by Section 79-4-1.01 et seq. or other law.
SOURCES: Laws, 1987, ch. 486, Sec. 1.20; 1995, ch. 362, Sec. 1, eff from and after July 1, 1995
1997 Amendment:
SECTION 1. Section 79-4-1.20, Mississippi Code of 1972, is amended as follows:
79-4-1.20. (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 Secretary of State.
(b) Section 79-4-1.01 et seq. must require or permit filing the document in the office of the Secretary of State.
(c) The document must contain the information required by Section 79-4-1.01 et seq. It may contain other information as well.
(d) The document must be typewritten or printed, or, if electronically transmitted, it must be in a format that can be retrieved or reproduced by the Secretary of State in typewritten or printed form.
(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 existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.
(f) The document must be executed:
(1) By the chairman 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 state beneath or opposite his signature his name and the capacity in which he signs. The document may but need not contain * * * a corporate seal, * * * an attestation, * * * acknowledgement or verification * * *. A document required or permitted to be filed under this chapter which contains a copy of a signature, however made, is acceptable for filing.
(h) If the Secretary of State has prescribed a mandatory form for the document under Section 79-4-1.21, the document must be in or on the prescribed form.
(i) The document must be delivered to the office of the Secretary of State for filing * * *. Delivery may be made by electronic transmission if, to the extent and in the manner permitted by the Secretary of State. If it is filed in typewritten or printed form and not transmitted electronically, the Secretary of State may require one exact or conformed copy to be delivered with the document except as provided in Sections 79-4-5.03 and 79-4-15.09.
(j) When the document is delivered to the office of the Secretary of State for filing, the correct filing fee, and any franchise tax, license fee, or penalty required to be paid therewith by this act or any other law must be paid or provision for payment made in a manner permitted by the Secretary of State.
SOURCE: 1997 Laws, Chapter 418, Sec. 1, HB1313, Effective July 1, 1997.