(a) Any agreement, certificate or other instrument relating to
a domestic or foreign corporation filed pursuant to this division
may be corrected with respect to any misstatement of fact contained
therein, any defect in the execution thereof or any other error or
defect contained therein, by filing a certificate of correction
entitled "Certificate of Correction of ____ (insert here the title of
the agreement, certificate or other instrument to be corrected and
name(s) of corporation or corporations)"; provided, however, that no
such certificate of correction shall alter the wording of any
resolution or written consent which was in fact adopted by the board
or the shareholders or effect a corrected amendment of articles which
amendment as so corrected would not in all respects have complied
with the requirements of this division at the time of filing of the
agreement, certificate, or other instrument being corrected.
   (b) If the certificate of correction corrects original articles,
the certificate of correction shall be either an officers'
certificate or a certificate signed and verified by the
incorporators, or a majority of them.  If the certificate of
correction corrects an agreement of merger or an officers'
certificate accompanying an agreement of merger, the certificate of
correction shall be an officers' certificate of the surviving
corporation only.  In all other instances, the certificate of
correction shall be either an officer's certificate or a certificate
signed and verified as provided in this division with respect to the
agreement, certificate or other instrument being corrected.
   (c) A certificate of correction shall set forth the following:
   (1) The name or names of the corporation or corporations.
   (2) The date the agreement, certificate or other instrument being
corrected was filed.
   (3) The provision in the agreement, certificate or other
instrument as corrected and, if the execution was defective, wherein
it was defective.
   (4) If applicable, that the certificate does not alter the wording
of any resolution or written consent which was in fact adopted by
the board or the shareholders.
   (d) A provision of the articles, amended articles, restated
articles, or certificate of determination being corrected by a
certificate of correction shall be identified in the certificate of
correction in accordance with subdivision (a) of Section 907.
   (e) The filing of the certificate of correction shall not alter
the effective time of the agreement, certificate or instrument being
corrected, which shall remain as its original effective time, and
such filing shall not affect any right or liability accrued or
incurred before such filing, except that any right or liability
accrued or incurred by reason of the error or defect being corrected
shall be extinguished by such filing if the person having that right
has not detrimentally relied on the original instrument.

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California Lawyers

Bostwick & Associates San Francisco Injury Lawyer.
Stephen Brodsky San Diego Criminal Defense Attorney.
Carpenter & Zuckerman Los Angeles Injury Lawyer.
Michelle Gee Palo Alto Immigration Lawyer.
Stephen T. Hodge Elk Grove Estate Planning Lawyer.
Bethani Jackson San Mateo Criminal Defense Lawyer.
Nicholas C. Rowley California Injury Lawyer.
Thomas G. Lewellyn Oakland Injury Lawyer.
Tilden Moschetti San Francisco Divorce Lawyer.
Jeremy Ofseyer Palm Springs Estate Planning Lawyer.
Larry H. Parker Los Angeles Personal Injury Lawyer.
Carey Pickford Temecula Estate Planning Lawyer.
Scott Righthand San Francisco Personal Injury Lawyer.
Scott Sagaria San Jose Family Lawyer.
Edward A. Smith Sacramento Auto Accident Lawyer.
Weiss LLP San Mateo Business Lawyer.
Clarke Logan Young Los Angeles Divorce Lawyer.

Last modified: July 31, 2008