950 CMR 113.12 - Articles of Correction

(1) A domestic or foreign corporation may correct a filed document if the document:

(a) contains a typographical error or an incorrect statement; or

(b) was defectively executed, attested, sealed, verified or acknowledged.

(2) The articles of correction consist of a form supplied by the Division or a document formatted in the same manner as the Division form. The articles of correction shall set forth:

(a) the name of the corporation;

(b) the street address of the registered office in the Commonwealth;

(c) a description of the document to be corrected;

(d) the date the document was filed;

(e) the typographical error, the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and

(f) the correction of the typographical error, incorrect statement or defective execution.

(3) Articles of correction are effective on the effective date of the document except as to persons relying on and adversely affected by the correction. As to those persons, articles of correction are effective when filed.

(4) Articles of correction cannot be used to change the effective date of a filed document provided that if a document has been filed with a delayed effective date, articles of correction may be filed to:

(a) accelerate the effective date to a date not earlier than filing the articles of correction; or

(b) to abandon a merger or amendment to the articles of organization if authority to do so is granted by the merger agreement or the persons approving the amendment.

(5) Articles of correction cannot be used to correct a substantive error or omission.

(6) The Division has the authority to determine whether articles of correction are appropriate under the circumstances.

Notes

950 CMR 113.12