In Chapter 9 of James Joyce's Ulysses, Stephen Dedalus proclaims "A man of genius makes no mistakes. His errors are volitional and are the portals of discovery". Alas, not every person filing a corporate record is a "man of genius" and mistakes are from time to time begotten. Nevada's private corporation law has long authorized the filing of certificates of correction with the Secretary of State. NRS 78.0295. Until recently, however, the statute expressly authorized the filing of a certificate of correction only if the record contained an "inaccurate description of a corporate action" or if the record was "defectively signed, attested, sealed, verified or acknowledged".
The Nevada legislature has now authorized (clarified?) that a certificate of correction may be filed if a record itself was filed erroneously with the Secretary of State. The statute does not explain what circumstances may cause a record to be filed erroneously. Presumably, these circumstances include unauthorized filings.
The California General Corporation Law similarly provides for the filing of certificates of correction. Cal. Corp. Code § 109. California's statute, however, limits corrections to "any misstatement of fact contained in a record, any defect in the execution of the record, or "any other error defect contained in the record".
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