(a) Whenever any certificate authorized to be filed with the office of the Secretary of State under any provision of this chapter has been so filed and is an inaccurate record of the action therein referred to, or was defectively or erroneously executed, such certificate may be corrected by filing with the office of the Secretary of State a certificate of correction of such certificate. The certificate of correction shall specify the inaccuracy or defect to be corrected, shall set forth the portion of the certificate in corrected form, and shall be executed and filed as required by this chapter. The certificate of correction shall be effective as of the date the original certificate was filed, except as to those persons who are substantially and adversely affected by the correction, and as to those persons the certificate of correction shall be effective from the filing date.
(b) In lieu of filing a certificate of correction, a certificate may be corrected by filing with the Secretary of State a corrected certificate which shall be executed and filed as if the corrected certificate were the certificate being corrected, and a fee equal to the fee payable to the Secretary of State for a certificate of correction as prescribed by § 18-1105 of this title shall be paid and collected by the Secretary of State for the use of the State of Delaware in connection with the filing of the corrected certificate. The corrected certificate shall be specifically designated as such in its heading, shall specify the inaccuracy or defect to be corrected and shall set forth the entire certificate in corrected form. A certificate corrected in accordance with this section shall be effective as of the date the original certificate was filed, except as to those persons who are substantially and adversely affected by the correction and as to those persons the certificate as corrected shall be effective from the filing date.
Structure Delaware Code
Chapter 18. LIMITED LIABILITY COMPANY ACT
Subchapter II. Formation; Certificate of Formation
§ 18-201. Certificate of formation.
§ 18-202. Amendment to certificate of formation.
§ 18-203. Cancellation of certificate.
§ 18-205. Execution, amendment or cancellation by judicial order.
§ 18-208. Restated certificate.
§ 18-209. Merger and consolidation.
§ 18-210. No statutory appraisal rights.
§ 18-211. Certificate of correction.
§ 18-212. Domestication of non-United States entities.
§ 18-213. Transfer or continuance of domestic limited liability companies.
§ 18-214. Conversion of certain entities to a limited liability company.
§ 18-215. Series of members, managers, limited liability company interests or assets.
§ 18-216. Approval of conversion of a limited liability company.
§ 18-217. Division of a limited liability company.
§ 18-218. Registered series of members, managers, limited liability company interests or assets.