Section 210. Liability for false statement in articles or certificates

(a)
  If any articles of  organization,  certificate  of  amendment  or  other
  certificate  filed  pursuant to this chapter contains a materially false
  statement, one who suffers loss by reasonable reliance on the  statement
  may recover damages for the loss from:
    (1)   any   person  who  executes  the  articles  of  organization  or
  certificate, or caused another to execute it on his or her  behalf,  and
  knew,  and  any  manager  who  knew  of  the  filing of such articles or
  certificate and who knew or should  have  known  with  the  exercise  of
  reasonable care and diligence, the statement to be false in any material
  respect at the time the articles or certificate was executed; and
    (2) any manager who thereafter knows of the filing of such articles or
  certificate  and  who  knows  or  should have known with the exercise of
  reasonable care  and  diligence  that  any  arrangement  or  other  fact
  described  in  such  articles  or  certificate  has  changed, making the
  statement false in any material respect.
    (b) Notwithstanding paragraph two of subdivision (a) of this  section,
  no person shall have any liability for failing to cause the amendment or
  cancellation  of  the  articles  of  organization or a certificate to be
  filed or failing to file a petition for its amendment  or  cancellation,
  if the articles of organization, certificate or petition is filed within
  ninety  days of the time when that person knew or should have known that
  the statement in the articles of organization or certificate  was  false
  in any material respect.