Section 212. Certificate of correction  


Latest version.
  • 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.