Opinion No. (2002)

BILL LOCKYER Attorney General ANTHONY S. DA VIGO Deputy Attorney General THE HONORABLE BILL JONES, SECRETARY OF STATE, has requested an opinion on the following question: Is the Secretary of State required to accept for filing a certificate of voluntary dissolution of a nonprofit corporation containing facsimile signatures of the directors rather than their original signatures? CONCLUSION The Secretary of State is not required to accept for filing a certificate of voluntary dissolution of a nonprofit corporation containing facsimile signatures of the directors rather than their original signatures. ANALYSIS When a nonprofit corporation voluntarily dissolves, a majority of the directors "shall sign" a certificate of dissolution for filing with the Secretary of State. (Corp. Code, § 6615 ) We are advised that some nonprofit corporations may have 50 or more directors on their governing boards. The question presented for resolution is whether the Secretary of State must accept for filing a certificate of dissolution that contains the facsimile signatures of the directors rather than their original signatures. While execution of facsimile signatures may be more convenient for the…