Legislation

Search OpenLegislation Statutes
This entry was published on 2014-09-22
The selection dates indicate all change milestones for the entire volume, not just the location being viewed. Specifying a milestone date will retrieve the most recent version of the location before that date.
SECTION 105
Certificates; corrections
Not-for-Profit Corporation (NPC) CHAPTER 35, ARTICLE 1
§ 105. Certificates; corrections.

(a) Corrections prior to filing by department of state. Any
certificate or other instrument relating to a domestic or foreign
corporation submitted to the department of state under this chapter may
be corrected with respect to any typographical, or similar non-material
error apparent on the face of the certificate or instrument, prior to
the filing of such certificate or instrument by the department of state.
Such correction shall be effected by the department of state upon
authorization in writing by the incorporator in a form acceptable to the
department. Such authorization may be delivered by mail or sent by
electronic mail to the department.

(b) Corrections following incorporation. Any certificate or other
instrument relating to a domestic or foreign corporation filed by the
department of state under this chapter may be corrected with respect to
any typographical or similar non-material error apparent on the face 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.......... (correct title of certificate and name of
corporation)" shall be signed and delivered to the department of state
by mail or electronic mail. It shall set forth the name of the
corporation, the date the certificate to be corrected was filed by the
department of state, the provision in the certificate as corrected or
eliminated and if the execution was defective, the proper execution. The
filing of the certificate by the department of state shall not alter the
effective time of the instrument being corrected, which shall remain as
its original effective time, and shall not affect any right or liability
accrued or incurred before such filing.

(c) A corporate name may not be changed or corrected under this
section other than to correct any typographical or similar non-material
error.