An accepted company filing is wrong: separate correction from a new decision

An incorrect public filing requires a factual comparison before someone chooses a form. Collect the accepted instrument, the underlying approvals and the final instructions sent to the filer. Identify the exact sentence that is wrong and what the contemporaneous evidence shows it should have said. Preserve emails and attachments in their original form.

A company that authorized one provision but filed another presents a different question from a company that has changed its mind. Ask the responsible lawyer to classify the defect and select the legal remedy. Calling every change a typo can conceal a new corporate action that needs its own approval.

Texas Form 403 instructions describe correction of an inaccurate record, an erroneous statement or a defective execution. They also limit what a correction may add, alter or delete. For a formation document, the signer must be someone authorized to sign that type of instrument. A current officer's job title alone does not answer every execution question.

Delaware corporate section 103(f) separately addresses correcting or nullifying an inaccurate or defectively executed filed instrument. Its text includes an exception affecting persons substantially and adversely affected by the correction or nullification. These are jurisdiction-specific procedures with consequences beyond replacing a PDF.

List the transactions completed after the original filing and the parties who received it. Include ownership issuances, registrations, contracts and diligence requests if the incorrect provision could have mattered. Send the chronology to counsel without deciding that any transaction was valid or invalid.

Record both the original filing date and the proposed correction date. Texas instructions describe a different effective treatment for a person adversely affected by a correction. Have counsel explain the applicable timing in the company's circumstances, particularly when other parties acted in reliance on the original record.

The working packet should identify the entity by its current filed name and state file number, the original instrument and filing date, the error and the approved corrected language. Texas specifically asks for the other entities involved when the document being corrected records a merger, conversion or exchange. Missing a transaction party can leave the correction disconnected from a relevant state record.

Obtain approval of the full final document and the authorized signature. Recheck attachments against the intended correction. Send the filing specialist a fixed version with clear submission instructions, and require the returned acceptance evidence. Avoid making an unrelated business change while repairing the original defect.

Retain the original accepted instrument, the approved correction and the state's returned evidence. Add a plain index note showing which provision changed and where counsel's instructions are stored. Do not erase the original from the company archive.

Use a distribution list to replace inaccurate copies held by the people who need the current record. Where the legal effect remains under review, give recipients the accepted documents and an accurate status statement rather than an unsupported assurance that the issue was retroactively cured.