31 §630. Materially inaccurate statement (WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES
Subchapter 2: FORMATION ENACTED BY PL 1993, C. 718, PT. A, §1
§630. Materially inaccurate statement
(CONTAINS TEXT WITH VARYING EFFECTIVE DATES)
(WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
1. Liability. If the certificate of cancellation, articles of organization or articles of amendment contain a materially inaccurate statement, a person who suffers loss by reasonable reliance on the statement may recover damages for the loss from:
A. A manager or member who executes the certificate or articles and knew or should have known the statement was inaccurate in a material respect at the time the certificate or articles were executed; and [1993, c. 718, Pt. A, §1 (NEW).]
B. A manager or, if none, any member who thereafter knows that an arrangement or other fact described in the certificate or articles is inaccurate in any material respect or has changed, making the statement inaccurate in any material respect, if that manager or member had sufficient time to amend or cancel the certificate or articles or to file a petition for the amendment or cancellation before the statement was reasonably relied upon. [1993, c. 718, Pt. A, §1 (NEW).]
[ 1993, c. 718, Pt. A, §1 (NEW) .]
2. Exception. Notwithstanding subsection 1, a manager or member has no liability for failing to cause the amendment or cancellation of a certificate or articles to be filed or failing to file a petition for amendment or cancellation pursuant to subsection 1 if the articles of amendment, certificate of cancellation or petition is filed within 90 days of the date that manager or member knew or should have known the certificate or articles were inaccurate in any material respect.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
SECTION HISTORY
1993, c. 718, §A1 (NEW). 2009, c. 629, Pt. A, §1 (RP). 2009, c. 629, Pt. A, §3 (AFF).