(a) If any charter document or other corporate document filed with the
Department under Titles 1 through 5 or Title 8 of this article contains
any typographical error, error of transcription, or other error or has
been defectively executed, the document may be corrected by the filing
of a certificate of correction.
(b) A certificate of correction shall set forth:
(1) The title of the document being corrected;
(2) The name of each party to the document being corrected;
(3) The date that the document being corrected was filed; and
(4) The provision in the document as previously filed and as corrected and,
if execution of the document was defective, the manner in which it was
defective.
(c) A certificate of correction may not:
(1) Alter the wording of any resolution which was adopted by the board of
directors, the board of trustees, the stockholders, or the shareholders
of a party to the document being corrected; or
(2) Make any other change or amendment which would not have complied in all
respects with the requirements of this article at the time the document
being corrected was filed.
(d) (1) Except as provided in paragraph (2) of this subsection, a certificate
of correction shall be executed in the same manner in which the
document being corrected is required to be executed at the time of the
filing of the certificate of correction.
(2) A certificate of correction to articles of incorporation shall be
executed by the incorporator or in the manner provided in § 1-301 of
this title.
(e) A certificate of correction may not:
(1) Change the effective date of the document being corrected; or
(2) Affect any right or liability accrued or incurred before its filing,
except that any right or liability accrued or incurred by reason of the
error or defect being corrected shall be extinguished by the filing if
the person having the right has not detrimentally relied on the
original document.
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