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This entry was published on 2014-09-22
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Certificate of correction
Limited Liability Company Law (LLC) CHAPTER 34, ARTICLE 2
§ 212. Certificate of correction. The articles of organization, any
certificate or any other instrument relating to a domestic or foreign
limited liability company filed with the department of state under this
chapter may be corrected with respect to any informality or error
apparent on the face, incorrect statement or defect in the execution
thereof, including the deletion of any matter not permitted to be stated
therein. A certificate, entitled "Certificate of correction of... (title
of articles or certificate and name of limited liability company) under
section two hundred twelve of the Limited Liability Company Law," shall
be signed and delivered to the department of state. It shall set forth
the name of the limited liability company, the date the articles or
certificate to be corrected was filed by the department of state, a
statement as to the nature of the informality, error, incorrect
statement or defect, the provision in the articles or certificate as
corrected or eliminated and, if the execution was defective, the proper
execution. The filing of the certificate of correction with the
department of state shall not alter the effective date of the instrument
being corrected and shall not affect any right or liability accrued or
incurred before such filing. A name of a limited liability company may
not be changed or corrected pursuant to this section.