Section 11.18. Statement of correction

(a) Section 138 of the code (relating to statement of correction) provides that whenever a document authorized or required to be filed in the Department by a provision of the code or of 54 Pa.C.S. (relating to names) has been so filed and is an inaccurate record of the corporate or other action referred to, or was defectively or erroneously executed, the document may be corrected by filing in the Department Form DSCB: 15-138 (Statement of Correction) with respect to the document. The code provides that the corrected document shall be effective:

(1) Upon filing in the Department, as to those persons who are substantially and adversely affected by the correction.

(2) As of the date the original document was effective, as to all other persons.

(b) Section 138(b) of the code provides that the filing of a statement of correction will not have the effect of causing original articles of incorporation to be stricken from the records of the Department, but the articles may be corrected by the filing of a statement of correction.

(c) Section 138(c) of the code provides that if the association or other person refuses to file an appropriate statement of correction within 10 business days after a person adversely affected has made a written demand therefor, the affected person may apply to the appropriate 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 section 138 of the code with respect to a document more than 1 year after the date on which it was originally filed in the Department.

(d) The statement of correction procedure is applicable to all filings under the code and became applicable to filings under the Nonprofit Corporation Law of 1972 (Repealed) on February 13, 1973. Under section 304(a)(4) of the GAA (15 P. S. § 20304(a)(4)), the statement of correction procedure is also applicable to filings made on or after January 1, 1980 under the Business Corporation Law of 1933 (Repealed).

The provisions of this § 11.18 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

Notation

Cross References

This section cited in 19 Pa. Code § 11.11 (relating to requirements to be met by filed documents); and 19 Pa. Code § 11.16 (relating to summary judicial review of rejection of documents not involving examination of mark or insignia).