Form 403
2
Correction to Registered Agent: Effective January 1, 2010, a person designated as the registered
agent of an entity must have consented, either in a written or electronic form, to serve as the
registered agent of the entity. Although the consent of the person designated as registered agent is
required, a copy of the written or electronic consent need not be submitted with a certificate of
correction that corrects the name of the registered agent.
Please note that the designation or appointment of a person as the registered agent by an organizer
or a managerial official is an affirmation that the person named as registered agent in the corrected
instrument has consented to serve as registered agent. (BOC § 5.2011, effective January 1, 2010)
The liabilities and penalties imposed by sections 4.007 and 4.008 of the BOC apply with respect to a
false statement in a filing instrument that names a person as the registered agent of an entity without
that person’s consent. (BOC § 5.207)
Correction to Registered Office: The registered office address must be located at a street address
where service of process may be personally served on the entity’s registered agent during normal
business hours. Although the registered office is not required to be the entity’s principal place of
business, the registered office may not be solely a mailbox service or telephone answering service
(BOC § 5.201).
Identification of Other Errors and Corrections: This section of the form contains four text boxes
that may be used to identify corrections to errors or inaccuracies in the filing instrument other than
the provisions specifically described next to the check boxes in the section under “Identification of
Errors and Corrections.” Use the areas provided to identify by reference or description those
provisions to be added, altered or deleted by the correction. If the filing instrument to be corrected
was defectively or erroneously signed, sealed, acknowledged or verified, a correctly executed
instrument should be attached to the form as an exhibit.
Statement of Correction: This section states that the purpose of the certificate of correction is to
correct inaccuracies, errors or defects consistent with section 4.103 of the BOC.
Correction of Merger, Conversion or Exchange: If the filing instrument to be corrected is a
merger, conversion or other instrument involving multiple entities, please include the names and file
numbers for all entities which were parties to the transaction so that the secretary of state may index
the certificate of correction to the record for each entity. If the space provided on page 5 of this form
is not sufficient, include the information as an attachment to this form.
Effectiveness of Filing: This section states the effectiveness of filing as provided in section 4.105
of the BOC.
Execution: Pursuant to section 4.101(b) of the BOC, the certificate of correction must be signed by
a person authorized by the BOC to sign the filing instrument to be corrected. Generally, a governing
person or managerial official of the entity signs a filing instrument, including a certificate of
correction.
If the correction relates to a certificate of formation, the certificate of correction would be signed by
a person authorized to sign the certificate of formation. If the correction relates to a merger,
conversion or exchange transaction, the certificate of correction need not be signed on behalf of each
entity named in the filing instrument being corrected. In the case of a merger, the certificate of
correction must be signed by a person authorized to act in regard to a surviving entity in the merger.
