Section 1-207 - Certificate of correction.
§ 1-207. Certificate of correction.
(a) General rule.- If any charter document or other corporate document filed with the Department under Titles 1 through 5 or Title 8 of this article contains any typographical error, error of transcription, or other error or has been defectively executed, the document may be corrected by the filing of a certificate of correction.
(b) Required contents of certificate.- A certificate of correction shall set forth:
(1) The title of the document being corrected;
(2) The name of each party to the document being corrected;
(3) The date that the document being corrected was filed; and
(4) The provision in the document as previously filed and as corrected and, if execution of the document was defective, the manner in which it was defective.
(c) Limitation of use.- A certificate of correction may not:
(1) Alter the wording of any resolution which was adopted by the board of directors, the board of trustees, the stockholders, or the shareholders of a party to the document being corrected; or
(2) Make any other change or amendment which would not have complied in all respects with the requirements of this article at the time the document being corrected was filed.
(d) Execution of certificate.-
(1) Except as provided in paragraph (2) of this subsection, a certificate of correction shall be executed in the same manner in which the document being corrected is required to be executed at the time of the filing of the certificate of correction.
(2) A certificate of correction to articles of incorporation shall be executed by the incorporator or in the manner provided in § 1-301 of this title.
(e) Change in document's effective date; rights and liabilities not affected.- A certificate of correction may not:
(1) Change the effective date of the document being corrected; or
(2) Affect any right or liability accrued or incurred before its filing, except that any right or liability accrued or incurred by reason of the error or defect being corrected shall be extinguished by the filing if the person having the right has not detrimentally relied on the original document.
[1976, ch. 567, § 4; 1985, ch. 213, § 4; 1999, ch. 459, § 2; 2000, ch. 642; 2005, ch. 586.]