29-3205. Liability for inaccurate information in filed record

A. If a record that is delivered to the commission for filing under this chapter and that is filed by the commission contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from:

1. A person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be inaccurate at the time the record was signed.

2. Subject to subsection B of this section, a member of a member-managed limited liability company or a manager of a manager-managed limited liability company if both of the following apply:

(a) The record was delivered for filing on behalf of the company.

(b) The member or manager knew or had notice of the inaccuracy for a reasonably sufficient time before the information was relied on so that, before the reliance, the member or manager reasonably could have done any of the following:

(i) Effected an amendment under section 29-3202.

(ii) Filed a petition under section 29-3204.

(iii) Delivered to the commission for filing a statement of change under section 29-3116 or a statement of correction under section 29-3209.

B. To the extent 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 commission for filing under this chapter and imposes that responsibility on one or more other members, the liability stated in subsection A, paragraph 2 of this section applies to those other members and not to the member that the operating agreement relieves of the responsibility.

C. An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that, to that individual's knowledge, the information stated in the record is accurate.

D. A person that signs a record, or causes another to sign it on the person's behalf, knowing that the record contains inaccurate information at the time it is signed, is liable to the limited liability company and to each member of the company for damages resulting from the inaccurate information.

E. The prevailing party in an action to recover damages under this section is entitled to an award for its costs and reasonable attorney fees.