§ 210. Liability for false statement in articles or certificates. (a) If any articles of organization, certificate of amendment or other certificate filed pursuant to this chapter contains a materially false statement, one who suffers loss by reasonable reliance on the statement may recover damages for the loss from:(1) any person who executes the articles of organization or certificate, or caused another to execute it on his or her behalf, and knew, and any manager who knew of the filing of such articles or certificate and who knew or should have known with the exercise of reasonable care and diligence, the statement to be false in any material respect at the time the articles or certificate was executed; and
(2) any manager who thereafter knows of the filing of such articles or certificate and who knows or should have known with the exercise of reasonable care and diligence that any arrangement or other fact described in such articles or certificate has changed, making the statement false in any material respect.
(b) Notwithstanding paragraph two of subdivision (a) of this section, no person shall have any liability for failing to cause the amendment or cancellation of the articles of organization or a certificate to be filed or failing to file a petition for its amendment or cancellation, if the articles of organization, certificate or petition is filed within ninety days of the time when that person knew or should have known that the statement in the articles of organization or certificate was false in any material respect.
