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What are the Filing Requirements?

  Please see specific state for details and/or differences.


ALABAMA | ALASKA | ARIZONA | ARKANSAS | CALIFORNIA | COLORADO | CONNECTICUT | DELAWARE | FLORIDA 
 GEORGIA | HAWAII | IDAHO | ILLINOIS | INDIANA | IOWA | KANSAS | KENTUCKY | LOUISIANA | MAINE | MARYLAND 
 MASSACHUSETTS | MICHIGAN | MINNESOTA | MISSISSIPPI | MISSOURI | MONTANA | NEBRASKA | NEVADA 
 NEW HAMPSHIRE | NEW JERSEY | NEW MEXICO | NEW YORK | NORTH CAROLINA | NORTH DAKOTA | OHIO 
 OKLAHOMA | OREGON | PENNSYLVANIA | RHODE ISLAND | SOUTH CAROLINA | SOUTH DAKOTA | TENNESSEE 
 TEXAS | UTAH | VERMONT | VIRGINIA | WASHINGTON | WEST VIRGINIA | WISCONSIN | WYOMING

ALABAMA
In Alabama, the Articles of Incorporation must be directed to the Honorable Probate Judge of the County in which the incorporators intend to conduct business.  Pursuant to Section 10-2A-91 of the Code of Alabama as amended, the Probate Judge  will then determine if the Articles are appropriate and will see that same are filed with the Secretary of State.

ALASKA
In Alaska, the Articles of Incorporation for a new company must be directed to the Commissioner of Commerce and Economic Development of the state of Alaska.  Organization for a new corporation is governed pursuant to Section 10.06.208 of the Alaska statutes, as amended.

ARIZONA
Articles of Incorporation must be filed by both domestic and foreign corporations and the place(s) of business, and an authorized agent must be identified to the state's Corporation Commission.  Suits may be maintained in either the county where the agent is found or where the cause of action arises.

Special laws regulate banking and insurance corporations.  The shareholders or stockholders of such companies may be held individually responsible for contracts, debts and the engagement of such corporations.  Officers, directors, managers and cashiers of corporate banking institutions may be individually responsible under certain conditions relative to insolvency or failing circumstances.

Monopolies and certain trusts are not allowed nor is any corporate activity which would, in any manner, fix prices, limit production, or regulate the transportation of a product.  It is unlawful for any corporation to make contributions of money or anything of value for the purpose of influencing any election or official action.  Other corporate activities are regulated under the "General Corporation Law" of the state of Arizona.  (Sections 10-001 through 10-1223).  The Corporate Commission, which finds its basis under Article XV of the Arizona Constitution, has the power to supervise and investigate certain corporations and corporate activities including any corporation whose stock is offered for sale to the public or any public service corporation.

The General Corporation Law of Arizona is divided into various Articles including:  Article 1-Substantive Provision, Article 2-Incorporation, Article 3-Amendments, Article 4-Merger or Consolidation, Article 5-Sale of Business, Article 6-Dissenter's Rights, Article 7-Voluntary Dissolution and Liquidation, Article 8-Involuntary Dissolution, Article 9-Foreign Corporations, Article 10-Reports and Filings, Article 11-Penalties and Liabilities, Article 12-General Provisions, Article 13-Close Corporations, Article 14-Unclaimed Shares and Dividends, Article 15-Corporation's Sale, and Article 18-Business Trusts.  Information for general corporation law may be found in sections 10-002, 10-053, 10-058, 10-071, 10-078, 10-080, 10-082, 10-094, 10-106, 10-125, 10-135, 10-137, 10-201, 10-401, 10-421, 10-451, 10-481, and 10-501.  Particular non-profit applications are found in Sections 10-701, 10-751, 10-801, and 10-821.  Special provisions for professional corporations are found in section 10-901.  An additional governing regulation for Business Development Corporations is found in Section 10-951.  Special provisions which apply to nonprofit corporations may be found in Sections 10-1001, 10-1028, 10-1033, 10-1038, 10-1044, 10-1045, 10-1051, 10-1063, 10-1081, 10-1086, 10-1088 and 10-1121.  Special provisions for corporate takeovers may be found in Sections 10-1201, 10-1211 and 10-1221.

ARKANSAS
In Arkansas, one or more persons may act as the incorporator or incorporators of a corporation by delivering Articles of Incorporation to the Secretary of State for filing.  The Articles of Incorporation must set forth a corporation name, the number of shares the corporation is authorized to issue, and whether or not there is a single or more than one class of stock.  It should also be stated as to whether or not the shares are issued with or without par value. If the shares are divided into a number of classes, the number of shares of each class must be stated, as well as, the par value of each such class or that such shares are without par value.  The initial registered office and the name of the registered agent must be provided with the current street address.  The name and address of each incorporator must be included in the Articles of Incorporation and the primary purpose or purposes for which the corporation is organized may be stated; however, it will limit the broad purposes provided in §4-27-301 of the Arkansas Code.

CALIFORNIA
In California, one or more natural persons, partnerships, associations or corporations, domestic or foreign, may form a corporation under Division 1 of Title 1 of the California Corporation Code by executing and filing Articles of Incorporation.  If initial directors are named in the Articles, each director named shall sign and acknowledge the Articles.  If the individual directors are not named, the Articles shall be signed by one or more of the incorporators.  Corporate existence begins when the Articles are filed with the Secretary of State.  The corporate existence shall be perpetual unless otherwise provided in the Bylaws or so stated in the Articles.

The Secretary of State will not accept Articles where the corporation’s name is deceptive or misleading.  The use of the terms:  "bank," "trust," "trustee" or related words are prohibited unless there has been appropriate approval by the Superintendent of Banks.

COLORADO
In order to incorporate in Colorado, it is necessary to file certain Articles of Incorporation with the Secretary of State.  The Articles of Incorporation must contain:  a corporate name which must include the word "Corporation," "Incorporated," "Company," or "Limited," or the abbreviation "Corp.", "Inc.", "Co.", or "Ltd." and must be otherwise in compliance with Title 7 of the Colorado revised statutes.

CONNECTICUT
A Certificate of Incorporation in Connecticut shall set forth the name of the corporation, the nature of business to be transacted, or the purpose to be promoted or carried out.  It shall be sufficient to state either a loan or with other business or purpose, that the purpose of the corporation is to engage in any lawful act or activity as permitted under corporation laws.  By such statement, all lawful acts and activities shall be within the purpose of the corporation. The Certificate of Incorporation shall also indicate the designation of each class of shares, the authorized number of shares of each class with the par value for each share, and the authorized number of shares in each class plus the terms, limitation, and relative rights regarding any preference of shares in series thereof.  The minimum amount of stated capital with which the corporation shall commence business shall also be stated.  The Certificate of Incorporation shall set forth the period, if any, for which there is a limitation on the corporate existence and shall also set forth any special provision under which the corporation is organized.

The Certificate of Incorporation may include any provisions not prohibited by law for the regulation and management of the affairs of the corporation, and for defining and regulating the powers of the corporation, its officers, directors and shareholders or any class of shareholders. A provision may be permitted limiting the personal liability of directors to the corporation or shareholders from monetary damages for breach of duty as a director.  This provision shall limit the liability to an amount that is not less than the compensation received by the director for serving the corporation during the year in which a violation or breach may have occurred.  This provision would apply providing the breach did not: 1) involve a knowing and comparable act in violation of the law, or 2) enable the director and associate, as defined by subdivision (3) of Section 33-374d, to receive an improper personal economic gain or to show a lack of good faith and a conscious disregard for the duty of the director to the corporation under the circumstances in which the director was aware that his conduct or omission created an unjustifiable risk to the corporation or constituted a sustained and unexcused pattern of inattention.

DELAWARE
In Delaware, any person, partnership, association or corporation without regard to residence, domicile or state of incorporation may incorporate or establish an organization by filing a Certificate of Incorporation executed pursuant to Section 103 of the General Corporation Law.  This certificate must be filed with the Division of Corporations in the Department of State.

FLORIDA
In Florida, all corporate filings must be with the Department of State.  The document must contain specific provisions of the Florida Business Corporations Act, although other information may be included as well.  The document must be typewritten or printed and must be in the English language.  The corporate name may not be in English letters or Arabic or Roman numerals, and the certificate of status required of foreign corporations  need not be in English, if accompanied by a reasonably authentic English translation.  The document must be executed by the chairman or vice chairman, the Board of Directors or by its president or another officer.  If directors have not been selected or if a corporation has not been formed, then it must be signed by the incorporator.  If the corporation is in the hands of a receiver, trustee or other court appointed fiduciary, it must be signed by the fiduciary.  Whoever signs the document must sign it and state beneath or opposite the signature, the name and capacity under which he signs.  The document may contain a corporate seal.  If there is specifically a prescribed form under Section 607.0121, the document must be in or on that prescribed form.  Finally, the document must be delivered to the office of the Department of State for filing and must be accompanied by the appropriate filing fee.

GEORGIA
Any corporation document filed with the Secretary of State must be executed by the CEO, President or officer of the corporation unless directors have not been selected, in which case the incorporators must execute the document.  If the company is in the hands of a receiver, trustee or other court appointed fiduciary, that fiduciary must sign.  Accompanying the signature should be the identity of the person and capacity under which they sign. The document may contain: the corporate seal, the attestation by the secretary or assistant secretary, and acknowledgment. The document filed with the Secretary of State should be accompanied by one exact or conformed copy plus the correct filing fee and any specific certificate which may be required.

The Secretary of State may prescribe and furnish, on request, forms for: an application for a certificate of existence, a foreign corporation application for certificate of authority to transact business in Georgia, a foreign corporation's application for a certificate to withdraw, the annual registration, and other particular forms.

HAWAII
In Hawaii, the corporate document must first be sent to the Director of the Department of Commerce and Consumer Affairs.  Once the document is delivered to the Director of the Department of Commerce and Consumer Affairs, the Director will stamp the word “filed” and the date of the delivery on the document. 

IDAHO
In order to incorporate in Idaho, it is necessary to file certain Articles of Incorporation with the Secretary of State.

ILLINOIS
All corporate filings must be made with the Secretary of State of Illinois.  The Secretary issues a Certificate for Incorporation which is evidence of corporate existence in Illinois.

INDIANA
Filing with the Secretary of State in Indiana is regulated pursuant to Section 23-1-18-1.  Filing must contain information required by the Articles.  The document must be typewritten or printed and must be in the English language.  It also must be executed by the chairman of the Board of Directors and must be signed with the name and the capacity of the person signing.  The document then must be delivered to the office of the Secretary of State for filing and must be accompanied by exact or conformed copy.  The correct filing fee must also be paid pursuant to Section 23-1-18-3.  The present fee for filing Articles is $90.00.

IOWA
In order to incorporate in Iowa, it is necessary to file certain Articles of Incorporation with the Secretary of State.

KANSAS
Pursuant to Article 60, formation of a Corporation may occur when any person, partnership, association or corporation, singly or jointly with the other, forms a corporation.  The corporation may be established for any lawful purpose.  In this regard, see Section 17.6001.

KENTUCKY
All corporate documents in Kentucky must be filed with the Secretary of State.

LOUISIANA
The Articles of Incorporation, or multiple originals thereof, must be filed with the Secretary of State together with the actual report pursuant to R.S. 12:101.  The names of the directors and addresses must appear thereon.  The Secretary of State then files the Articles. After determining that all matters have been properly filed, the Secretary of State issues a Certificate of Corporate Existence. Then, 30 days after multiple original Articles are copied and certified by the Secretary of State, the Articles must be filed for record in the office of the Recorder of Mortgages  for the Parish in which the registered office of the corporation is located.  Under Section 26, as a "condition precedent to doing business," the corporation may not incur any debts until the amount of capital with which it will begin business has been paid in full.

MAINE
The Articles of Incorporation must be filed with the Secretary of State.  The beginning of corporate existence occurs once the filed Articles have been approved by the Secretary of State.  Once the Articles have been approved by the Secretary of State, an Organizational Meeting shall take place for the purpose of electing the Board of Directors and adopting Bylaws.

MARYLAND
The "Maryland General Corporation Law" requires that in order for a charter document to be effective, it must be filed with the "Department."  The "Department" means the State Department of Assessments and Taxations.

MASSACHUSETTS
In the Commonwealth of Massachusetts, the Secretary of State has the duty and obligation to examine each document submitted under the provisions of Chapter 156B for filing purposes.  If the Secretary of State determines that proper compliance is met, the Secretary of State will keep the record of the filing and keep the documents and files in a manner convenient for public review and inspection.  The Secretary of State shall cause a photographic or other copy to be made of the Articles of Organization and amendments thereof as filed, showing his approval endorsed thereon and shall deliver the same to the corporation.

MICHIGAN
In order to incorporate in Michigan, one or more persons must file Articles of Incorporation with the "Administrator" under Section 21.200(131). The document filed under this Michigan Business Corporation Act is effectuated by delivering the document to the administrator, together with the fees and accompanying documents required by law.  The Administrator then marks the document "filed," signs with his title, and provides the date received and filed.  The documents must be filed in the English language.

MINNESOTA
Documents filed with the Secretary of State in the state of Minnesota require that the documents be in the English language.  The corporate name must be English language letters and characters. The documents should be executed by the incorporators and verified.  An indication of the person’s title should also appear, and if mandatory forms are required, the mandatory forms should be filed as well.

MISSISSIPPI
Documents for incorporation in the state of Mississippi must be filed with the Secretary of State.  Documents filed with the Secretary of State must be typewritten or printed in black ink and must be in the English language.  The capacity in which a person signs must be identified.  The document must be delivered to the Secretary of State accompanied with one exact or conformed copy, along with the appropriate fees and taxes.  A document accepted for filing is effective at the time of filing on the date it is filed, as evidenced by the Secretary's endorsement on the original document, or at the time specified in the document.  A delayed effective time and date may be specified.  The Secretary of State, upon filing, stamps the word "filed" together with their name and official title and the date and time of receipt upon the document.  The Secretary of State then, upon request, furnishes a Certificate of Existence for a domestic corporation or a Certificate of Authority for a foreign corporation.

MISSOURI
The filing requirements are that the document be typewritten or printed in the English language and executed by the Chairman of the Board or the President or another officer.  A capacity under which a person signs must be stated beneath the signature.  Corporate existence would begin at the time of filing on the date filed as evidenced by the Secretary of State's date and time endorsement or the document may specify a later date for its commencement of activities.

MONTANA
The filing requirements in the state of Montana require compliance with Chapter 1 of Title 35, which is known as the “Montana Business Corporation Act.”  The Articles must be typewritten or printed and must be in the English language.

NEBRASKA
The incorporators, on behalf of the corporation, shall conduct the preliminary meeting and shall function as the Board of Directors until the first meeting, at which time the various officers and Board of Directors may be selected.  The incorporators must call the first meeting for organizational purposes.  An original and a duplicate copy of the Articles must be filed with the Secretary of State.  The name of the corporation must be in the English language, and the Articles must be typewritten or printed.  After filing with the Secretary of State, the duplicate copy shall be recorded in the office of the County Clerk in the county where the registered office of the corporation is located in Nebraska.

NEVADA
In order to incorporate in the state of Nevada, it is necessary to file Articles of Incorporation with the Secretary of State.  One or more natural persons may associate with each other to form a corporation for the transaction of any lawful business or to promote or conduct any legitimate object or purpose, pursuant to and subject to Chapter 78.  The Articles must conform with Section 78.035 and must be filed with the Secretary of State.

NEW HAMPSHIRE
The Articles of Incorporation must be filed with the Secretary of State by sending duplicate originals of the Articles to the Secretary.  Upon the delivery and the tender of the required filing fee, the Secretary of State will endorse each of the duplicate originals with the word "filed" and the month, day, and year of the filing.  Such an endorsement is known as the "filing date" of the Articles of Incorporation and is conclusive proof of the date and time of filing.  The Secretary of State will record one of the duplicate originals in the Secretary's office and issue a certificate from the corporation to which the Secretary will affix the duplicate original.  The Certificate of Incorporation together with the duplicate original of the Articles of Incorporation attached to the Certificate by the Secretary shall be returned to the incorporators or their representative.

NEW JERSEY
Documents relating to corporations in the state of New Jersey must be filed with the Secretary of State.  The documents must be in letters of the English language or Arabic or Roman numerals.  The documents which are to be filed are to be delivered to the Secretary of State with the proper fees and any required accompanying documents.  The Secretary of State will endorse the document with the word "Filed," along with the Secretary's official title and the date of filing with the Secretary's office.  The effective date is the time of filing, unless a later date is specified, so long as that date is within 30 days after the date of filing.  The document shall be signed by the chairman of the board, the president, or a vice-president.  The name of the person and the capacity under which he signs must also be specified.

NEW MEXICO
In New Mexico, there exists the State Corporation Commission which is operated by a Chief Clerk.  Each corporation (if not exempted) must file in the office of the State Corporation Commission within 30 days after the date on which its Certificate of Incorporation or its authority is issued by the Commission.  Biannually thereafter, on or before the 15th day of the 3rd month following the end of the corporation's taxable year, it must file a corporate report in the form prescribed and furnished to the corporation.  Such report must show:  (1) current status of the corporation, (2) mailing address and street address of its registered office in New Mexico and the name of the agent, (3) names and addresses of all the directors and officers of the corporation and when the term of office of each expires, (4) the character of the corporate business and principal place of business (address of registered office in the state or country under the laws of which it was incorporated and the principal office), and (5) the date of the next Annual Meeting.  The report must also disclose the status as of the last day of the taxable year, the amounts of the authorized shares, the value and location of the property, the gross receipts derived from business and property in the state, the balance sheet of the corporation's financial condition, as well as the corporation taxpayer identification numbers.

NEW YORK
Every Certificate of Incorporation which is delivered to the Department of State of the State of New York for filing must be in the English language.  The corporate name may be in another language, however,  if written in the English language or characters.  Original documents must be filed and signed and delivered to the Department of State.

NORTH CAROLINA
Documents relating to corporations in North Carolina must be filed with the Secretary of State.  They must be typewritten or printed and must be in the English language.  The corporate name need not be in English if written in English letters or Arabic or Roman numerals.  The effective date of any document is the date the document is filed, as evidenced by the Secretary of State's date and time endorsement on the original document.

NORTH DAKOTA
Unless a later date is specified for the corporate existence of a corporation in North Dakota, its existence begins when the Articles of Incorporation are filed with the Secretary of State.

OHIO
In Ohio, a corporation must be filed with the Secretary of State, and compliance must be met with Section 1701 et seq.  The information must be typewritten or printed and must be in the English language.  The documents, such as the Articles of Incorporation, must be signed by the incorporators prior to filing with the Secretary of State.

OKLAHOMA
In Oklahoma, the Certificate of Incorporation must be filed with the Secretary of State.  The Certificate must be in compliance with the Business Corporation Act of Oklahoma.  It must be executed, acknowledged and filed with a duplicate copy delivered to the office of the Secretary of State, along with the appropriate filing fee.  Any corporate franchise tax, as authorized by law to be collected by the Oklahoma Tax Commission, shall be tender to the Oklahoma Tax Commission.

OREGON
Corporate documents in the state of Oregon must be filed with the Secretary of State.  The document must be in the English language.  The document must be executed by either the chairman of the Board of Directors, its president, or another of its officers.  If the directors have not yet been selected, it should be executed by an incorporator.  If the corporation is in the hands of a trustee, receiver or other court appointed fiduciary, that fiduciary should execute the document filed with the Secretary of State.  The person who signs the documents to be filed with the Secretary of State must state the capacity under which he or she signs.

PENNSYLVANIA
Filing requirements of the Commonwealth of Pennsylvania request that the documents such as the Articles of Incorporation be submitted in triplicate.  The name of the corporation shall be set forth, along with a post office address. The act of assembly or authority by which the company was organized or incorporated should also be noted.  A statement regarding the nature of the business should be set forth. The name and residence of the company Treasurer must be stated.  Also, the Department of State shall note the fact and date of the issuance of the Certificate of Incorporation.

RHODE ISLAND
The filing of Articles of Incorporation must be done according to Section 7-1.1-49 by filing duplicate originals.  The duplicate originals should be delivered to the Secretary of State.  If everything is in order, the Secretary of State will endorse each duplicate original with the word “Filed.”  A copy of one of the original duplicates is kept at the office of the Secretary of State while the other original duplicate is returned to the individual incorporators with the issued Certificate of Incorporation.  After the issuance of the Certificate of Incorporation, the majority of the directors may call an Organizational Meeting for the purpose of conducting business and outlining the business procedures of the corporation.

SOUTH CAROLINA
The filing of corporate documents is done through the office of the Secretary of State in South Carolina. The filing must comply with the information required by Chapters 1 through 20 of Title 22 of the South Carolina Statutes. The Articles for Incorporation must be typewritten or printed and must be in the English language.  The name of the corporation must be in English letters or Arabic or Roman numerals.  The document must be executed by the chairman of the board or the president of the new company.  If there are no directors, then the Articles of Incorporation must be signed by the incorporators or by a fiduciary if the corporation is in the hands of a receiver, a trustee, or some other fiduciary.  The Articles of Incorporation must be signed by the incorporators and the individuals signing them must state the title under which each individual signs the Articles.  If a mandatory form is required under the laws of South Carolina, the mandatory form must be used.  The document then must be delivered to the Secretary of State and accompanied by one exact or conformed copy.  Of course, the correct filing fees must be provided at the time of filing with the Secretary of State.

SOUTH DAKOTA
Filings must be accomplished with the Secretary of State with the original plus an exact or conforming copy of the Articles of Incorporation.  All appropriate filing fees that need to be paid should also accompany the original and exact copy of the Articles filed with the Secretary of State.  The Secretary of State shall then endorse the word “filed” on the original or the exact copy with the month, day and year of filing.  The Secretary of State will file the original in their office and issue a Certificate of Incorporation.  

TENNESSEE
A corporation in the state of Tennessee may be established by a document which is typewritten in the English language.  The corporation name must be written in English letters or Arabic or Roman numerals.  The document must be executed by the president or other authorized officers.

TEXAS
In Texas, a corporation must be filed with the Secretary of State and compliance must be met with the Texas Business Corporation Act.  The filing of the Articles is through the Secretary of State who endorses the word “Filed” on the original.  Although the original document remains in the office of the Secretary of State, a Certificate of Incorporation will be issued.

UTAH
An original and one copy of the Articles of Incorporation shall be delivered to the "Division of Corporations and Commercial Code."  If that division finds that the Articles of Incorporation conform to law, it will then, when fees have been paid as prescribed in Title 16, endorse on the original and one copy, the word "filed" and the month, day and year of the filing.  The original shall be filed in the office of Division of Corporations and Commercial Code, and the Certificate of Incorporation shall be issued.

VERMONT
The filing requirements for a new corporation in Vermont are covered under Section 1.20.  Specific forms may be prescribed by the Secretary of State, pursuant to Section 1.21.  The filing fees are set forth in Section 1.22.  

VIRGINIA
The filing requirements in the Commonwealth of Virginia for the Articles of Incorporation are found in Section 13.1-604.  A document must be provided satisfying the requirements of the section and any other section that adds to or varies from the requirements which must be filed with the commission.  The document shall be one that the chapter requires or permits to be filed with the commission, and the document shall contain the information required by the chapter.  It may contain additional information as noted, particularly in Section 13.1-619.  The document shall be typewritten or printed.  The typewritten or printed portion shall be in black, and manually assigned  photocopies or other reproduced copies of typewritten or printed documents may be filed.  The document shall be in the English language; however, the corporate name need not be in English, if written in English letters or Arabic or Roman numerals. The Articles of a foreign corporation need not be in English if accompanied by a reasonably authenticated English translation.  The document shall be executed in the name of the corporation.  The individual executing the document shall sign it and state beneath or opposite their signature the name and capacity under which each signs.  If the commission has prescribed a mandatory form to be used, then such form must be used as requested by the commission.  

WASHINGTON
In Washington, a Certificate of Existence or Certificate of Authorization is one which is issued by the Secretary of State upon the proper filing of the Articles of Incorporation. 

WEST VIRGINIA
The Secretary of State of West Virginia is constituted as the attorney-in-fact for, and on behalf of, every corporation created by virtue of the laws of West Virginia.  Articles of Incorporation must be filed with the Secretary of State who will certify the filing.  Each set of Articles of Incorporation must be filed as duplicate originals.  (Both copies must be executed in the original form).  The Articles must be delivered to the Secretary of State for filing.  The Secretary will endorse upon each duplicate original the word “Filed,” along with the month, day and year of the filing.  One original shall be kept in the Secretary’s office.  The Secretary will issue a Certificate of Incorporation to which the other original will be affixed.  If the corporation is a domestic corporation, it shall cause its Certificate or certified copy of the Certificate to be recorded in the Clerk of the County Commissioner of the county in which the corporation’s principal office is located (See Section 31-1-28).

WISCONSIN
Filing in Wisconsin must be accomplished through the Secretary of State’s office.  The document must be delivered to the Secretary of State’s office for filing, along with the appropriate filing fee.  Documents filed with the Secretary of State shall be executed by an officer of the corporation. However, if a Board of Directors has not been selected, an incorporator must sign.  If the corporation is in the hands of a receiver, trustee, or court appointed fiduciary, the fiduciary must sign.  The capacity in which a person signs must also be stated.  A document filed by the Secretary of State under Wisconsin Business Corporation Law is effective on the date that it is received by the office of the Secretary of State for filing at:  (1)  the time of day specified in the document; or (2)  if no time is specified, then at the close of business.

WYOMING
All documents relating to corporations in Wyoming must be filed with the Secretary of State.  The document must be typewritten or printed.  It shall be in the English language.  However, the corporate name may be in another language as long as it is written in English letters or Arabic or Roman numerals.  The document must be executed by the Chairman of the Board of Directors or by its President or by another officer. However, if a President or officers have not been elected or selected, the document must be executed by an incorporator.  If the corporation is in the hands of a receiver, trustee or a fiduciary appointed by the court, it must be exercised by that fiduciary.

Certain specific forms may be required by the Secretary of State.  Examples of such forms are:  the application for a Certificate of Existence and a foreign corporation’s application for a Certificate of Authority to transact business in Wyoming.  A foreign corporation is any corporation which has not been incorporated in Wyoming.

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This is not a substitute for legal advice. An attorney must be consulted.