N.Y. Limited Liability Company Law § 210: Liability for false statement in articles or certificates

§ 210. Liability for false statement in articles or certificates. (a)

If any articles of organization, certificate of amendment or other

certificate filed pursuant to this chapter contains a materially false

statement, one who suffers loss by reasonable reliance on the statement

may recover damages for the loss from:

(1) any person who executes the articles of organization or

certificate, or caused another to execute it on his or her behalf, and

knew, and any manager who knew of the filing of such articles or

certificate and who knew or should have known with the exercise of

reasonable care and diligence, the statement to be false in any material

respect at the time the articles or certificate was executed; and

(2) any manager who thereafter knows of the filing of such articles or

certificate and who knows or should have known with the exercise of

reasonable care and diligence that any arrangement or other fact

described in such articles or certificate has changed, making the

statement false in any material respect.

(b) Notwithstanding paragraph two of subdivision (a) of this section,

no person shall have any liability for failing to cause the amendment or

cancellation of the articles of organization or a certificate to be

filed or failing to file a petition for its amendment or cancellation,

if the articles of organization, certificate or petition is filed within

ninety days of the time when that person knew or should have known that

the statement in the articles of organization or certificate was false

in any material respect.