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Jan
29 • 2017
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What do I do if I realize there is a mistake in one of the documents I filed with the secretary of state?

Any misstatement of fact or other defect contained in, or any defect in the execution of, any document filed with the secretary of state may be corrected by filing a certificate of correction of the document, except that a certificate of correction cannot (1) alter the wording of a resolution or written consent adopted by your corporation’s board of directors or the shareholders, or (2) amend your corporation’s articles of incorporation in such a way that the articles, as corrected, would not have complied with California law at the time the document being corrected was filed. See Cal. Corp. Code § 109. There is one other point to be aware of—if you make a mistake in attempting to dissolve your corporation (such as transposing just two letters in your company’s name in the certificate of dissolution), such that the corporation remains in existence even though you think it has been dissolved, the corporation is still liable for the payment of the annual minimum franchise tax of $800, plus any penalties for failing to timely pay the tax and make other required filings. So be especially careful when filing dissolution papers, and make sure the dissolution has gone through before you stop making required annual filings with the secretary of state. For more information on this point, see Pre-Revenue Companies Must Pay Taxes and File Tax Returns.