§ 10-1636 — Civil liability for false filings; exceptions

A. Except as provided in subsection C or D of this section, any person that authorizes or signs a report, certificate, notice or other document with respect to a corporation that is delivered for filing with the commission pursuant to this chapter and that has knowledge at the time of delivery to the commission for filing that the information contained in that report, certificate, notice or other document is materially false or misleading is liable to the corporation and its creditors and shareholders for all damages resulting. The prevailing party in an action for the liability imposed under this subsection is entitled to an award for its costs and reasonable attorney fees.

B. An action for the liability imposed by subsection A of this section must be commenced within two years after discovery of the false statement or the time a reasonable person would have discovered it, but not later than six years after the report, certificate, notice or other document was filed or received by the commission.

C. This section does not apply to any filing made by a corporation whose shares are listed or approved for listing on any stock exchange or national market system of a national securities association specified in section 44-1843, subsection A, paragraph 7 or the rules of the corporation commission relating to that paragraph or whose securities are issued by an entity that is exempt from section 44-1841 pursuant to section 44-1843, subsection A, paragraph 2 or 3 or the rules of the corporation commission relating to those paragraphs.

D. Execution of a consent to serve as a statutory agent does not by itself constitute a certification of the truth or accuracy of the information contained in a report, certificate, notice or other document with respect to the corporation even if the consent is attached to another filing.

E. This section does not prevent the award of equitable remedies, if appropriate.