(a) When any provision of this chapter requires that a corporate document of any character “be executed and filed in accordance with § 4-26-1201,” or “filed in accordance with § 4-26-1201,” the execution or filing of that document and the legal effect thereof shall be controlled by the following provisions:
(1) The document shall be executed in duplicate, and, if the document consists of the original articles of incorporation, it shall be signed by all of the incorporators; but every other document executed on behalf of a corporation, unless otherwise provided in this chapter, shall be signed by the president or a vice president of the corporation and by its secretary or an assistant secretary;
(2) Except where specifically required under some provision of this chapter, the execution of the document need not be acknowledged before an officer authorized to take oaths;
(3) The document so executed in duplicate shall be delivered to the Secretary of State. If he or she finds that it conforms to law and that in respect to the corporate name no violation of §§ 4-26-401 — 4-26-403 is indicated and that the document is tendered to effect a lawful purpose and is entitled to be filed, then upon the payment of the fees required under this chapter, he or she shall endorse upon each of the duplicates tendered for filing, over his or her signature and official seal, the word “Filed” followed by the date of the filing;
(4) The Secretary of State shall retain in his or her files one (1) executed copy of the document, the ribbon copy if the document is typewritten; and he or she shall attach to the other filed copy a certificate stating that the instrument is an executed counterpart of a document filed in his or her office, giving date of the filing, and return the other copy to the corporation or its representative;
(5) If the registered office of the corporation be situated in any county other than Pulaski County, the executed counterpart of the document filed with the Secretary of State, with his or her certificate annexed thereto, shall be filed, within sixty (60) days after the date of its filing with the Secretary of State, for record in the office of the county clerk of the county wherein the corporation's registered office is located. After recording the document, the county clerk shall return it to the corporation. In case of a consolidation or a merger, a counterpart of the articles of consolidation or merger with the annexed certificate of the Secretary of State shall be filed for record with the county clerk of the county, other than Pulaski County, wherein the registered office of the new corporation, the surviving corporation, and each constituent corporation is located.
(b)
(1) Upon the filing with the Secretary of State of the original articles of incorporation, corporate existence shall begin. Neither the corporate existence nor the right to do business as a corporation shall be postponed until a duplicate of the articles is filed with the county clerk, nor shall the shareholders incur any personal liability by reason of authorizing the corporation to do business as an incorporated entity prior to the filing with the county clerk.
(2) In like manner, and except in the instances where this chapter may specifically provide to the contrary, any other corporate document filed as prescribed in this section shall be completely effective when filed in the office of the Secretary of State, and the corporate act to be effected thereby shall be deemed completely consummated upon the filing with the Secretary of State.
(3) However, in each instance where there shall be a failure to file with the county clerk in the time and manner required by this chapter, the corporation or the surviving corporation, in case of a merger or consolidation, may be subjected to a penalty of not less than one hundred dollars ($100) nor more than one thousand dollars ($1,000) to be enforced through a civil proceeding filed in the name of the state by the Attorney General in Pulaski County Circuit Court, and, in case of a willful refusal to make the county filing, the Attorney General may sue to cancel or revoke the articles of incorporation of the corporation.
(c) A duplicate of the articles of incorporation filed with the Secretary of State as provided in subdivision (a)(3) of this section and carrying his or her filing endorsement, or a copy of such articles certified by the Secretary of State to be a true copy of articles filed in his or her office with his or her certificate, also showing the date of filing, or the record of the articles in the office of the county clerk or a copy of the record certified by the county clerk, when introduced in evidence shall be conclusive proof that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under this chapter, except as against the state in a direct proceeding to cancel or revoke the articles of incorporation or as against the plaintiff in a suit under § 4-26-406.
(d) In like manner, a duplicate carrying the filing endorsement of the Secretary of State of any other document filed with the Secretary of State pursuant to this section, or a copy of the document certified by the Secretary of State as provided in subsection (c) of this section, when introduced in evidence shall constitute prima facie proof of the facts therein recited and shall constitute prima facie evidence that the corporate purpose sought to be effected by the filing has been lawfully accomplished.
(e) Where a filing under any section of this chapter is required to be made in the county in which a corporation maintains a registered office, the word “county,” as applied to counties having two (2) judicial districts, shall mean the district in which such registered office is maintained.
(f) In any civil action filed by or against a corporation, it shall not be necessary to prove in the trial of the cause the existence of the corporation in its corporate capacity unless the defendant in his or her or its answer expressly avers under oath that the organization suing or being sued as a corporation does not in fact have a lawful corporate existence.
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