§405. Beginning of corporate existence; filing as conclusive evidence of incorporation; exceptions

1.  Filed articles constitute charter and authority.  The filed articles constitute the corporation's charter and authority to carry on activities.

[PL 1977, c. 525, §13 (NEW).]

2.  Beginning of corporate existence.  The existence of the corporation shall begin as of the filing date of the articles of incorporation, endorsed by the Secretary of State upon the articles filed as provided by section 106.

[PL 1977, c. 525, §13 (NEW).]

3.  Filing of articles of incorporation; conclusive evidence.  The fact that the articles of incorporation have been filed by the Secretary of State shall be conclusive evidence that all conditions required by this Act to be performed by the incorporators have been complied with, that the corporation has been incorporated and that its corporate existence has begun. Nothing in this subsection shall be construed to prohibit the State from instituting proceedings to:

A. Cancel or revoke the articles of incorporation;   [PL 1977, c. 525, §13 (NEW).]

B. Enjoin any person from acting as a corporation within this State without being duly incorporated; or   [PL 1977, c. 525, §13 (NEW).]

C. Compel dissolution of the corporation; and in any such proceeding by the State, this section shall not give rise to any presumptions against the State.   [PL 1977, c. 525, §13 (NEW).]

[PL 1977, c. 525, §13 (NEW).]

4.  Fact of filing.  The fact of filing the articles may be proved by production of a certified copy thereof or in any other manner permitted by law.

[PL 1977, c. 525, §13 (NEW).]

SECTION HISTORY

PL 1977, c. 525, §13 (NEW).