21-211. Certificate of existence.

235 words·~1 min read·/ne/chapter-21/21-211

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(MBCA 1.28)

(a)Anyone may apply to the Secretary of State to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation.

(b)A certificate of existence or authorization sets forth:

(1)The domestic corporation's corporate name or the foreign corporation's corporate name used in this state;

(2)That:

(i)The domestic corporation is duly incorporated under the law of this state, the date of its incorporation, and the period of its duration if less than perpetual; or

(ii)That the foreign corporation is authorized to transact business in this state;

(3)That all fees, taxes, and penalties owed to this state have been paid, if:

(i)Payment is reflected in the records of the Secretary of State; and

(ii)Nonpayment affects the existence or authorization of the domestic or foreign corporation;

(4)That its most recent biennial report required by section 21-2,228 has been filed with the Secretary of State;

(5)That articles of dissolution have not been filed; and

(6)Other facts of record in the office of the Secretary of State that may be requested by the applicant.

(c)Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state.