§ 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.