Louisiana Revised Statutes 12:239.1 – Certificate of correction
Terms Used In Louisiana Revised Statutes 12:239.1
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Directors: means persons designated in the articles as such, and persons designated, elected or appointed by any other name or title to act as directors, and their successors. See Louisiana Revised Statutes 12:201
- Incorporator: means one of the signers of the original articles of incorporation. See Louisiana Revised Statutes 12:201
- Registered office: means that office maintained by the corporation in this state, the address of which is kept on file in the office of the Secretary of State in the manner required by this Chapter. See Louisiana Revised Statutes 12:201
A. Whenever a document filed with the secretary of state under any provision of this Chapter is an inaccurate record of the corporate action therein referred to, or is defectively or erroneously executed or acknowledged, such instrument may be corrected by filing with the secretary of state a certificate of correction which shall be executed, acknowledged, filed, and recorded in accordance with this Section. The certificate of correction shall specify the inaccuracy or defect to be corrected and shall set forth the portion of the instrument in corrected form. The secretary of state may prescribe and furnish forms for filing the certificate of correction.
B.(1) The certificate of correction shall be executed in the name of the corporation by an officer of the corporation.
(2) When the corporation has no officers, directors, or shareholders, each incorporator or his agent shall sign the certificate of correction, and the certificate shall recite that the corporation has no officers, directors, or shareholders.
(3) The certificate of correction shall be acknowledged by the officer who signed it or may be in the form of an authentic act.
C.(1) The certificate of correction shall be filed with the secretary of state. After all taxes, fees, and charges have been paid as required by law, the secretary of state shall record the certificate of correction in his office and endorse thereon the date and, if requested, the hour of the filing thereof with him.
(2) The certificate of correction shall be effective as of the date the original instrument is filed, except as to those persons who are substantially and adversely affected by the correction, and as to those persons the corrected certificate shall be effective from the filing date.
D. A multiple original of the certificate of correction, or a copy certified by the secretary of state, shall be filed for record in the office of the recorder of mortgages of the parish in which the registered office of the corporation is located.
E. All certificates of correction filed prior to the effective date of this Section are hereby validated.
Acts 1984, No. 424, §1, eff. July 6, 1984; Acts 1999, No. 342, §5; Acts 2001, No. 1187, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.