N.Y. Business Corporation Law § 105: Certificates; corrections

§ 105. Certificates; corrections.

Any certificate or other instrument relating to a domestic or foreign

corporation filed by the department of state under this chapter may be

corrected with respect to any informality or error apparent on the face,

incorrect statement or defect in the execution thereof including the

deletion of any matter not permitted to be stated therein. A

certificate, entitled "Certificate of correction of............ (correct

title of certificate and name of corporation)" shall be signed and

delivered to the department of state. It shall set forth the name of the

corporation, the date the certificate to be corrected was filed by the

department of state, a statement as to the nature of the informality,

error, incorrect statement or defect, the provision in the certificate

as corrected or eliminated and if the execution was defective, the

proper execution. The filing of the certificate by the department of

state shall not alter the effective time of the instrument being

corrected, which shall remain as its original effective time, and shall

not affect any right or liability accrued or incurred before such

filing. A corporate name may not be changed or corrected under this

section. The provisions of this section shall apply to all instruments

and certificates heretofore and hereafter filed with the department of

state.