CORPORATE TRANSACTIONS & COMPLIANCE BLOG

Correcting Delaware Corporate Documents

By: Jeanne Carnahan, COGENCY GLOBAL INC. on Tue, Aug 06, 2013

Did you know that Delaware provides two different correction document formats pursuant to section 103(f)? Here are the types of correction documents that can be filed along with tips for preparing them:

  1. A Certificate of Correction is used to correct a portion of a previously filed document.
  2. A Corrected Certificate will set forth the entire document in its corrected form.

Delaware Corporate Documents resized 600Both correction formats can only be filed when a filed document is an inaccurate record of the corporate action or the document was defectively or erroneously executed, sealed or acknowledged.  (In other words, this type of document should not be confused with an amendment.)

Both documents must specify the inaccuracy or defect to be corrected. Note that simply saying that the document was incorrect is not sufficient.

When you elect to file a Corrected Certificate (Not a Certificate of Correction) the document it corrects will not be included in the charter for purposes of document requests.

A corporation that has changed its name since the filing of the inaccurate document needs to be careful when drafting the correction. The correction is made under the new name with reference to the old name.  

Here is a little known fact… Delaware will allow you to file a Corrected Certificate to a document that has already been corrected. 

A correction cannot be filed to put a missing document on file; however, you can file a correction to render a document null and void.

When in doubt about filing a correction (or any other business entity document), keep in mind that Delaware offers a preclearance service, so that you will know in advance whether your document will be accepted and can make any necessary revisions before filing it.

 

This article is provided for informational purposes only and should not be considered, or relied upon, as legal advice.

Topics: Delaware Corporate, UCC and Compliance