N.Y. Limited Liability Company Law Section 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.

Source: Section 212 — Certificate of correction, https://www.­nysenate.­gov/legislation/laws/LLC/212 (updated Sep. 22, 2014; accessed Apr. 2, 2025).

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Accessed:
Apr. 2, 2025

Last modified:
Sep. 22, 2014

§ 212’s source at nysenate​.gov

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