Correcting filed document

(a) A domestic or foreign corporation may correct a document filed by the Secretary of State if the document: (1) Contains an incorrect statement; or (2) Was defectively executed, attested, sealed, verified, or acknowledged. (b) A document is corrected: (1) By preparing articles of correction that: (A) Describe the document (including its filing date); (B) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and (C) Correct the incorrect statement or defective execution; and (2) By delivering the articles of correction to the Secretary of State for filing. (c) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, 600 14-3-126 articles of correction are effective when filed. (Code 1981, § 14-3-124, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2002, p. 989, § 8.) COMMENT Subsection (b)(2) refers to ‘‘delivering the articles of correction,’’ while the Business Code refers only to ‘‘delivering the articles.’’ This change is intended to clarify the reference to ‘‘articles of correction’’ in this section and is necessitated by the Code’s use of the term ‘‘articles’’ as synonymous with ‘‘articles of incorporation.’’ See Section 14-3-140(1). 14-3-125. Duty of Secretary of State to file documents; effect of filing or refusing to do so. (a) If a document delivered to the office of the Secretary of State for filing satisfies the requirements of Code Section 14-3-120, the Secretary of State shall file it. (b) The Secretary of State files a document by stamping or otherwise endorsing his or her official title and the date and time of receipt on both the original and the document copy. After filing a document, except as provided in Code Sections 14-3-503 and 14-3-1510, the Secretary of State shall deliver the document copy to the domestic or foreign corporation or its representative. (c) If the Secretary of State refuses to file a document, he or she shall return it to the domestic or foreign corporation or its representative within ten days after the document was delivered, together with a brief, written explanation of the reason for his or her refusal. (d) The Secretary of State’s duty to file documents under this Code section is ministerial. Filing or refusing to file a document does not: (1) Affect the validity or invalidity of the document in whole or in part; (2) Relate to the correctness or incorrectness of information contained in the document; or (3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect. (Code 1981, § 14-3-125, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, §§ 66, 68.) 14-3-126. Appeal from Secretary of State’s refusal to file document.