SECTION 605.0205. Liability for inaccurate information in filed record.
Latest version.
1(1) 2If a record delivered to the department for filing under this chapter and filed by the department contains inaccurate information, a person who suffers a loss by reliance on such information may recover damages for the loss from:
40(a) 41A person who signed the record, or caused another to sign it on the person’s behalf, and knew the information was inaccurate at the time the record was signed; and
71(b) 72Subject to subsection (2), a member of a member-managed limited liability company or a manager of a manager-managed limited liability company if:
941. 95The record was delivered for filing on behalf of the company; and
1072. 108The member or manager had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the member or manager reasonably could have:
140a. 141Effected an amendment pursuant to s. 147605.0202;
148b. 149Filed a petition pursuant to s. 155605.0204; 156or
157c. 158Delivered to the department for filing a statement of change pursuant to s. 171605.0114172or a statement of correction under s. 179605.0209180.
181(2) 182To the extent that the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the company to the department for filing and imposes that responsibility on one or more other members, the liability stated in paragraph (1)(b) applies to those other members and not to the member that the operating agreement relieves of the responsibility.
255(3) 256An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that the information stated in the record is accurate.
