(a) If a record delivered to the Secretary of the State for filing under sections 34-243 to 34-283d, inclusive, and filed by the Secretary of the State contains inaccurate information, a person that suffers 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 34-247a;
(ii) Filed a petition under section 34-247c; or
(iii) Delivered to the Secretary of the State for filing a change of address of agent certificate or a change of agent certificate under section 34-243o or a statement of correction under section 34-247h.
(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 Secretary of the State for filing under sections 34-243 to 34-283d, inclusive, and imposes that responsibility on one or more other members, the liability set forth in subdivision (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 sections 34-243 to 34-283d, inclusive, affirms under penalty of false statement that the information set forth in the record is accurate.
(P.A. 16-97, S. 29; P.A. 17-108, S. 30.)
History: P.A. 16-97 effective July 1, 2017; P.A. 17-108 amended Subsec. (a)(2)(B)(iii) by replacing “statement of change” with “change of address of agent certificate or a change of agent certificate”, effective July 1, 2017.
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