10-124. Correcting filed document; articles of
incorporation; authority to transact business
A. A domestic or foreign corporation may correct a document that has been filed by
the commission pursuant to chapters 1 through 17 of this title if the document either:
1. Contains an incorrect statement and the correction does not materially alter a
substantive provision.
2. Was defectively executed, attested, verified or acknowledged.
B. A document is corrected by both:
1. Preparing articles of correction that:
(a) Describe the document or attach a copy of it to the articles.
(b) Specify the date the document was delivered to the commission.
(c) Specify the incorrect statement and the reason it is incorrect or the manner in
which the execution was defective.
(d) Correct the incorrect statement or other defect.
2. Delivering the articles to the commission for filing.
C. Articles of correction are effective on the effective date of the document they
correct except as to persons who rely on the incorrect statement or other defect and who
are adversely affected by the correction. As to those persons, articles of correction are
effective as provided in section 10-123.
D. If articles of incorporation, articles of domestication or an application for
authority to transact business is rejected for filing by the commission, the articles or
application may be resubmitted within thirty days of the date of rejection together with
a copy of the rejected document. If the resubmitted articles or application cures the
defect that caused the rejection, the resubmitted articles or application shall be filed
by the commission and is effective on the date that would have been the effective date of
filing the articles or application if the articles or application had not been rejected.
|