Nevada Enacts Law Permitting Correction Of Erroneous Corporate Filings

Allen Matkins
Contact

Allen Matkins

In Chapter 9 of James Joyce's Ulysses, Stephen Dedalus proclaims "A man of genius makes no mistakes.  His errors are volitional and are the portals of discovery".  Alas, not every person filing a corporate record is a "man of genius" and mistakes are from time to time begotten.  Nevada's private corporation law has long authorized the filing of certificates of correction with the Secretary of State.  NRS 78.0295.  Until recently, however, the statute expressly authorized the filing of a certificate of correction only if the record contained an "inaccurate description of a corporate action" or if the record was "defectively signed, attested, sealed, verified or acknowledged".   

The Nevada legislature has now authorized (clarified?) that a certificate of correction may be filed if a record itself was filed erroneously with the Secretary of State.   The statute does not explain what circumstances may cause a record to be filed erroneously.  Presumably, these circumstances include unauthorized filings.  

The California General Corporation Law similarly provides for the filing of certificates of correction.  Cal. Corp. Code § 109.   California's statute, however, limits corrections to "any misstatement of fact contained in a record, any defect in the execution of the record, or "any other error defect contained in the record". 

[View source.]

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Allen Matkins | Attorney Advertising

Written by:

Allen Matkins
Contact
more
less

Allen Matkins on:

Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
Custom Email Digest
- hide
- hide