N.Y. Not-for-Profit Corporation Law § 105: Certificates; corrections

§ 105. Certificates; corrections.

(a) Corrections prior to filing by department of state. Any

certificate or other instrument relating to a domestic or foreign

corporation submitted to the department of state under this chapter may

be corrected with respect to any typographical, or similar non-material

error apparent on the face of the certificate or instrument, prior to

the filing of such certificate or instrument by the department of state.

Such correction shall be effected by the department of state upon

authorization in writing by the incorporator in a form acceptable to the

department. Such authorization may be delivered by mail or sent by

electronic mail to the department.

(b) Corrections following incorporation. 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 typographical or similar non-material error apparent on the face 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

by mail or electronic mail. It shall set forth the name of the

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

department of state, 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.

(c) A corporate name may not be changed or corrected under this

section other than to correct any typographical or similar non-material

error.