Title 10 – Corporations and Associations

Chapter 24 – General Provisions-nonprofit Corporations

Article 2 – Filing Documents and Fees-nonprofit Corporations

• A. In order to qualify for filing by the commission, a document shall satisfy the requirements of this section and any other section of chapters 24 through 42 of this title that adds to or varies these requirements.
• B. Chapters 24 through 42 of this title require or permit filing of the document in the office of the commission.
• C. The document shall contain the information required by chapters 24 through 42 of this title. It may contain other information.
• D. The document shall be typewritten or printed and shall be legible and capable of microfilm or other process reduction and subsequent reproduction as determined by the commission.
• E. The document and any exhibits to the document shall be in the English language or accompanied by an English translation certified as accurate by or on behalf of the person causing the document to be delivered for filing.
• F. The document shall be executed:
• 1. By the presiding officer or its board of directors of a domestic or foreign corporation, 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.
• 3. If the corporation is in the hands of a receiver, trustee or other court appointed fiduciary, by that fiduciary.
• G. The document shall state the name of each person who signs it and the capacity in which each person signs. The document may but need not contain:
• 1. The corporate seal.
• 2. An attestation by the secretary or an assistant secretary.
• 3. An acknowledgment, verification or proof.
• H. If the commission has prescribed a mandatory form for the document under section 10-3121, the document shall be in or on the prescribed form.
• I. Except as provided in subsection J of this section and sections 10-3503 and 10-11509, the document shall be delivered to the office of the commission for filing and shall be accompanied by the correct fee and any other payment or penalty required by chapters 24 through 42 of this title or other law.
• J. Notwithstanding subsection I of this section:
• 1. A person may deliver by means of a fax or electronic transmission a document that is required or permitted by chapters 24 through 42 of this title to be delivered to the commission for filing. The person shall retain the original document for at least twelve months in the books and records of the corporation or of the person making the delivery for filing, if the delivery is not made on behalf of the corporation, and the person shall make the original documents available for inspection and copying by the commission on reasonable notice.
• 2. A document that is reproduced at a fax machine or through an electronic transmission at the commission is deemed delivered to the commission:
• (a) On the date of the reproduction if reproduced on or before 5:00 p.m. mountain standard time and if the day is a business day of the commission.
• (b) On the next succeeding business day if reproduced after 5:00 p.m. mountain standard time and if the day is a business day of the commission.
• 3. On the request of the person transmitting the document, the commission shall confirm by fax or electronic transmission or other writing the receipt of the document.
• 4. A person shall pay and deliver to the commission any fee or penalty imposed by this title with respect to delivery of a document to the commission for filing in the manner as the commission determines.
• 5. If the commission determines that the legality of the document reproduced by means of a fax or electronic transmission is not sufficient, the commission may require that either:
• (a) The document be delivered to the commission by means of an additional fax or electronic transmission.
• (b) An original document be delivered to the commission by means other than a fax or electronic transmission.
• 6. The commission shall not file a document if any required amount is not paid as provided in paragraph 4 of this subsection or if any required additional counterpart is not delivered as provided in paragraph 5 of this subsection.
• 7. A reproduced document delivered under this subsection is deemed to satisfy any requirement in chapters 24 through 42 of this title for delivery of an original and one or more copies of the document. A document subject to this paragraph is deemed to have been delivered on the date on which it was delivered as provided in paragraph 2 of this subsection only if the first reproduction at a minimum permits identification of the corporation to which the document pertains and of the general nature of the document and the commission subsequently determines that paragraphs 4 and 5 of this subsection and any other requirements of chapters 24 through 42 of this title regarding the document have been satisfied.
• 8. The commission may prescribe the format of an electronic document delivered to the commission pursuant to this subsection.