RS 12:35 Certificate of correction - Louisiana Statutes

§35.  Certificate of correction

A.  Whenever the original, amended, or restated articles of incorporation, an initial or supplemental report, or an agreement or certificate of merger or consolidation or other instrument 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, if an instrument is being corrected, either shall set forth the portion of the instrument in corrected form or have attached to it the entire original instrument with the corrections appropriately marked or otherwise clearly indicated thereon.

B.(1)  The certificate of correction shall be executed:

(a)  In the name of the corporation in the case of a correction to its original, amended, or restated articles of incorporation or initial or supplemental report;

(b)  In the name of each corporation party thereto in the case of an agreement of merger or consolidation that has been filed under this Chapter but has not become effective;

(c)  In the name of the surviving or resulting corporation in the case of an agreement of merger or consolidation that has become effective under this Chapter or in the case of a certificate of merger or consolidation, in each of which cases the certificate of correction shall recite the names of each party to the merger or consolidation; or

(d)  In any other case in the name of the corporation the inaccuracy or defect of which is corrected thereby, 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.  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.  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 each office of the recorder of mortgages, if any, and in each office of the recorder of conveyances, if any, in which the instrument corrected thereby was required to be filed by this Chapter.  In the case of a certificate of correction to a certificate of merger or consolidation authorized under R.S. 12:112(F), a copy of the certificate of correction shall, within twenty days after filing thereof with the secretary of state, be mailed to each shareholder or former shareholder, of any party to the merger or consolidation, whose property rights are affected by the correction made therein.

E.  All certificates of correction filed prior to the effective date of this Section are hereby validated.

Added by Acts 1982, No. 442, §1, eff. July 21, 1982.  Acts 1989, No. 612, §1, eff. July 6, 1989; Acts 1999, No. 342, §5; Acts 2001, No. 1187, §1.