42:2C-24 Liability for inaccurate information in filed record.
24.Liability for Inaccurate Information in Filed Record.
a.If a record delivered to the filing office for filing under this act and filed by the filing office contains inaccurate information, a person that suffers a loss by reliance on the information may recover damages for the loss from:
(1)a person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be inaccurate at the time the record was signed; and
(2)subject to subsection b. of this section, a member of a member-managed limited liability company or the manager of a manager-managed limited liability company, if:
(a)the record was delivered for filing on behalf of the company; and
(b)the member or manager had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the member or manager reasonably could have:
(i)effected an amendment under section 19 of this act;
(ii)filed a petition under section 21 of this act; or
(iii) delivered to the filing office for filing a certificate of change under section 15 or a certificate of correction under section 23 of this act.
b.To the extent that the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the company to the filing office for filing under this act and imposes that responsibility on one or more other members, the liability stated in paragraph (2) of subsection a. of this section applies to those other members and not to the member that the operating agreement relieves of the responsibility.
c.An individual who signs a record authorized or required to be filed under this act affirms under penalty of perjury that the information stated in the record is accurate.
L.2012, c.50, s.24.
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Last modified: October 11, 2016