§ 4-38-205 — Liability for inaccurate information in filed record

(a) If a record delivered to the Secretary of State for filing under this chapter and filed by the Secretary of State contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from: (1) a person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be inaccurate at the time the record was signed; and (2) subject to subsection (b), a member of a member-managed limited liability company or a manager of a manager-managed limited liability company if: (A) the record was delivered for filing on behalf of the company; and (B) the member or manager knew or had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the member or manager reasonably could have: (i) effected an amendment under § 4-38-202 ; (ii) filed a petition under § 4-38-204 ; or (iii) delivered to the Secretary of State for filing a statement of change under § 4-38-116 or a statement of correction under § 4-38-209 . (b) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the company to the Secretary of State for filing under this chapter and imposes that responsibility on one or more other members, the liability stated in subsection (a)(2) applies to those other members and not to the member that the operating agreement relieves of the responsibility. (c) An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that the information stated in the record is accurate.

Legislative History

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.