Title 10 – Corporations and Associations

Chapter 25 – Incorporation-nonprofit Corporations

Article 1 – Incorporation

• A. Unless a delayed effective date is specified in the articles of incorporation, incorporation occurs and the corporate existence begins when the articles of incorporation and certificate of disclosure are delivered to the commission for filing.
• B. The commission’s filing of the articles of incorporation and certificate of disclosure is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation pursuant to chapter 37 of this title.
• C. Subject to section 10-3124, if the commission determines that the requirements of chapters 24 through 42 of this title for filing have not been met, the articles of incorporation and certificate of disclosure shall not be filed and the corporate existence terminates at the time the commission completes the determination. If the corporate existence is terminated pursuant to this subsection, sections 10-11404, 10-11405 and 10-11406 apply.
• D. Within sixty days after the commission approves the filing, either of the following must occur:
• 1. A copy of the articles of incorporation shall be published. An affidavit evidencing the publication may be filed with the commission.
• 2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130.