138 - Statement of correction.
§ 138. Statement of correction. (a) Filing of statement.--Whenever any document authorized or required to be filed in the Department of State by any provision of this title has been so filed and is an inaccurate record of the corporate or other action therein referred to or was defectively or erroneously executed, the document may be corrected by filing in the department a statement of correction of the document. The statement of correction, except as provided in subsection (c), shall be executed by the association or other person that effected the defective or erroneous filing and shall set forth: (1) The name of the association or other person and, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the location, including street and number, if any, of its registered or other office. (2) The statute by or under which the corporation was incorporated, or the preceding filing was made, in the case of a filing that does not constitute a part of the articles of incorporation of a corporation. (3) The inaccuracy or defect to be corrected. (4) The portion of the document requiring correction in corrected form or, if the document was erroneously executed, a statement that the original document shall be deemed reexecuted or stricken from the records of the department, as the case may be. (b) Effect of filing.-- (1) The corrected document shall be effective: (i) Upon filing in the department, as to those persons who are substantially and adversely affected by the correction. (ii) As of the date the original document was effective, as to all other persons. (2) A filing under this section shall not have the effect of causing original articles of incorporation of a corporation or a similar type of document creating any other form of association to be stricken from the records of the department but the articles or other document may be corrected under this section. (c) Filing pursuant to court order.--If the association or other person refuses to file an appropriate statement of correction under this section within ten business days after any person adversely affected has made a written demand therefor, the affected person may apply to the court for an order to compel the filing. If the court finds that a document on file in the department is inaccurate or defective, it may direct the association or other person who effected the defective or erroneous filing to file an appropriate statement of correction in the department, or it may order the clerk to execute the statement under the seal of the court and cause the statement to be filed in the department. In the absence of fraud, an application may not be made to a court under this subsection with respect to a document more than one year after the date on which it was originally filed in the department. (d) Cross reference.--See section 135 (relating to requirements to be met by filed documents). (June 22, 2001, P.L.418, No.34, eff. 60 days) 2001 Amendment. Act 34 amended subsec. (b)(2) and added subsec. (d). Cross References. Section 138 is referred to in sections 137, 1103, 1104, 1902, 5103, 5104, 5902, 8503, 8546, 8585, 8903, 8957, 9503 of this title.