How to Correct a Mistake in a Certificate of Formation

HNWBusiness and Corporate Legal Services

LLC certificate of formation mistakeRecently a client provided me with a NJ LLC Certificate of Formation he filed online by himself several weeks previously.  For unknown reasons, he stated that the filing would not be effective for another month in the future.  The client realizes he cannot wait a month because the LLC needs to engage in certain business activities ASAP.

I advised him that the Certificate of Formation could be corrected/amended to specify an earlier effective date.  But how could it be amended retroactively. . . i.e., such that the effective date was the original filing date?  Could that type of correction/amendment be done online, or would a paper/fax filing be necessary?

The answer is if you want the correction to be retroactive, you can accomplish this with a Certificate of Correction under N.J.S.A. 42:2C-23.

Remember that it must be a Certificate of Correction, not a Certificate of Amendment.  A Certificate of Amendment cannot be made retroactive.

To discuss your NJ business and corporate matter, please contact Fredrick P. Niemann, Esq. toll-free at (855) 376-5291 or email him at  Please ask us about our video conferencing or telephone consultations if you are unable to come to our office.

By Fredrick P. Niemann, Esq. of Hanlon Niemann & Wright, a Freehold Township, Monmouth County, NJ Business Law Attorney

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