(a) A domestic or foreign corporation may correct a document filed by the secretary of state if the document:

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Terms Used In Tennessee Code 48-11-305

  • 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.
  • Document: means :
    (A) Any tangible medium on which information is inscribed, and includes any writing or written instrument. See Tennessee Code 48-11-201
  • Secretary: means the corporate officer to whom the bylaws or the board of directors has delegated responsibility under §. See Tennessee Code 48-11-201
  • Secretary of state: means the person who holds the office of secretary of state of Tennessee. See Tennessee Code 48-202-101
  • State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
(1) Contains an incorrect statement; or
(2) Was defectively executed, attested, sealed, verified, or acknowledged.
(b) A document is corrected by:

(1) Preparing articles of correction that:

(A) Describe the document (including its filing date) or attach a copy of it to the articles;
(B) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and
(C) Correct the incorrect statement or defective execution; and
(2) Delivering the articles to the secretary of state for filing.
(c) Articles of correction are effective on the effective time and date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
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