TABLE OF CONTENTS Chapter 3 Purposes and Powers …

1 2003 by the American Bar Foundation These files are provided for educational and informational use only, and are not to be promulgated for any other purpose. Nothing contained herein is to be considered as the rendering of legal advice for specific cases, and readers are responsible for obtaining such advice from their own legal counsel. Any persons wishing to reprint these files in part or whole must obtain permission from the Manager, Copyrights and Licensing, American Bar Association, at 312-988-6102. 1 MODEL business CORPORATION ACT 3rd Edition OFFICIAL TEXT Revised through 2002 Adopted by the Committee on Corporate Laws of the Section of business Law with support of the American Bar Foundation TABLE OF CONTENTS Chapter 1 general Provisions Chapter 2 Incorporation Chapter 3 Purposes and Powers Chapter 4 Name Chapter 5 Office and Agent Chapter 6 Shares and Distributions Chapter 7 Shareholders Chapter 8 Directors and Officers Chapter 9 Domestication and Conversion Chapter 10 Amendment of Articles of Incorporation and Bylaws

2 Chapter 11 Mergers and Share Exchanges Chapter 12 Disposition of Assets Chapter 13 Appraisal Rights Chapter 14 Dissolution Chapter 15 Foreign Corporations Chapter 16 Records and Reports Chapter 17 Transition Provisions The official text of the Act with official comment and statutory cross-references is available from the ABA in the Model business Corporation Act. The official text of the Act with official comment, statutory cross-references, and extensive annotation is available from the ABA in the Model business Corporation Act Annotated. MODEL business CORPORATION ACT 2000/01/02 Supplement, 3rd Edition 2003 by the American Bar Foundation These files are provided for educational and informational use only, and are not to be promulgated for any other purpose.

3 Nothing contained herein is to be considered as the rendering of legal advice for specific cases, and readers are responsible for obtaining such advice from their own legal counsel. Any persons wishing to reprint these files in part or whole must obtain permission from the Manager, Copyrights and Licensing, American Bar Association, at 312-988-6102. 2 Chapter 1 general PROVISIONS Subchapter A. SHORT TITLE AND RESERVATION OF POWER Short title Reservation of power to amend or repeal Subchapter B. FILING DOCUMENTS Requirements for documents; extrinsic facts Forms Filing, service, and copying fees Effective time and date of document Correcting filed document Filing duty of secretary of state Appeal from secretary of state s refusal to file document Evidentiary effect of copy of filed document Certificate of existence Penalty for signing false document Subchapter C.

4 SECRETARY OF STATE Powers Subchapter D. DEFINITIONS Act definitions Notice Number of shareholders Subchapter A. SHORT TITLE AND RESERVATION OF POWER SHORT TITLE This Act shall be known and may be cited as the [name of state] business Corporation Act. CROSS-REFERENCES Application of Act to existing domestic corporation, see Application of Act to qualified existing foreign corporation, see Close corporations, see Model Statutory Close Corporation Supplement. Effective date of Act, see Professional corporations, see Model Professional Corporation Supplement.

5 Saving provisions, see MODEL business CORPORATION ACT 2000/01/02 Supplement, 3rd Edition 2003 by the American Bar Foundation These files are provided for educational and informational use only, and are not to be promulgated for any other purpose. Nothing contained herein is to be considered as the rendering of legal advice for specific cases, and readers are responsible for obtaining such advice from their own legal counsel. Any persons wishing to reprint these files in part or whole must obtain permission from the Manager, Copyrights and Licensing, American Bar Association, at 312-988-6102.

6 3 RESERVATION OF POWER TO AMEND OR REPEAL The [name of state legislature] has power to amend or repeal all or part of this Act at any time and all domestic and foreign corporations subject to this Act are governed by the amendment or repeal. CROSS-REFERENCES Application of Act to existing domestic corporation, see Application of Act to existing qualified foreign corporation, see Effective date of Act, see Saving provisions, see Subchapter B. FILING DOCUMENTS REQUIREMENTS FOR DOCUMENTS; EXTRINSIC FACTS (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.

7 (b) This Act must require or permit filing the document in the office of the secretary of state. (c) The document must contain the information required by this Act. 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 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.

8 (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, attestation, acknowledgment or verification.

9 MODEL business CORPORATION ACT 2000/01/02 Supplement, 3rd Edition 2003 by the American Bar Foundation These files are provided for educational and informational use only, and are not to be promulgated for any other purpose. Nothing contained herein is to be considered as the rendering of legal advice for specific cases, and readers are responsible for obtaining such advice from their own legal counsel. Any persons wishing to reprint these files in part or whole must obtain permission from the Manager, Copyrights and Licensing, American Bar Association, at 312-988-6102.

10 4 (h) If the secretary of state has prescribed a mandatory form for the document under section , 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 and to the extent 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 and ).