(1) 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 department.
(2) This chapter must require or permit filing the document in the office of the department.
(3) The document must contain the information required by this chapter. It may contain other information as well.
(4) The document must be typewritten or printed and must be legible. If electronically transmitted, the document must be in a format that may be retrieved or reproduced in typewritten or printed form.
(5) 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 authority required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.
(6) The document must be executed:(a) By a director of a domestic or foreign corporation, or by its president or by another of its officers;
(b) If directors or officers have not been selected or the corporation has not been formed, by an incorporator; or
(c) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by the fiduciary.
(7) The person executing the document shall sign it and state beneath or opposite such person’s signature such person’s name and the capacity in which such person signs. The document may, but need not, contain the corporate seal, an attestation, an acknowledgment, or a verification.
(8) If the department has prescribed a mandatory form for the document under s. 617.0121, the document must be in or on the prescribed form. (9) The document must be delivered to the department for filing. Delivery may be made by electronic transmission if and to the extent allowed by the department. If the document is filed in typewritten or printed form and not transmitted electronically, the department may require that one exact or conformed copy be delivered with the document, except as provided in s. 617.1508. The document must be accompanied by the correct filing fee and any other tax or penalty required by law. (10) Whenever this chapter allows any of the terms of a plan or a filed document to be dependent upon facts objectively ascertainable outside the plan or filed document, the following apply:(a) The plan or filed document must set forth the manner in which the facts will operate upon the terms of the plan or filed document.
(b) The facts may include, but are not limited to:1. Any of the following which are available in a nationally recognized news or information medium either in print or electronically:a. Statistical or market indices;
b. Market prices of any security or group of securities;
c. Interest rates;
d. Currency exchange rates; and
e. Similar economic or financial data;
2. A determination or action by any person or body, including the corporation or any other party to a plan or filed document; or
3. The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document.
(c) The following provisions of a plan or filed document may not be made dependent upon facts outside the plan or filed document:1. The name and address of any person required in a filed document;
2. The registered office of any entity required in a filed document;
3. The registered agent of any entity required in a filed document;
4. The effective date of a filed document; and
5. Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given.
(d) If a provision of a filed document is made dependent upon a fact ascertainable outside of the filed document, and that fact is not ascertainable by reference to a source described in subparagraph (b)1. or a document that is a matter of public record, and the affected members have not received notice of the fact from the corporation, the corporation must file with the department articles of amendment to the filed document setting forth the fact promptly after the time when the fact referred to is first ascertainable or thereafter changes. Articles of amendment under this section are deemed to be authorized by the authorization of the original filed document to which they relate and may be filed by the corporation without further action by the board of directors or the members.
(e) As used in this subsection, the term:1. “Filed document” means a document filed with the department pursuant to this chapter, except for a document filed pursuant to ss. 617.1501-617.1532. 2. “Plan” means a plan of merger, a plan of conversion, or a plan of domestication.
