§ 212 — Certificate of correction

New York § 212

• Jurisdiction: New York
• Law LLC: Limited Liability Company Law
• Art. 2: Formation

Text

§ 212. Certificate of correction. The articles of organization, any\ncertificate or any other instrument relating to a domestic or foreign\nlimited liability company filed with the department of state under this\nchapter may be corrected with respect to any informality or error\napparent on the face, incorrect statement or defect in the execution\nthereof, including the deletion of any matter not permitted to be stated\ntherein. A certificate, entitled "Certificate of correction of... (title\nof articles or certificate and name of limited liability company) under\nsection two hundred twelve of the Limited Liability Company Law," shall\nbe signed and delivered to the department of state. It shall set forth\nthe name of the limited liability company, the date the articles or\ncertificate to be corrected was filed by the department of state, a\nstatement as to the nature of the informality, error, incorrect\nstatement or defect, the provision in the articles or certificate as\ncorrected or eliminated and, if the execution was defective, the proper\nexecution. The filing of the certificate of correction with the\ndepartment of state shall not alter the effective date of the instrument\nbeing corrected and shall not affect any right or liability accrued or\nincurred before such filing. A name of a limited liability company may\nnot be changed or corrected pursuant to this section.\n