1999 Minnesota Statutes

     302A.801 Extension after duration expired. 

    Subdivision 1.    Extension by amendment.  A corporation 
 whose period of duration as provided in the articles has expired 
 and which has continued to do business despite that expiration 
 may reinstate its articles and extend the period of corporate 
 duration, including making the duration perpetual, at any time 
 after the date of expiration by filing an amendment to the 
 articles as set forth in this section.  

    Subd. 2.    Contents of amendment.  An amendment to the 
 articles shall be approved by the affirmative vote of a majority 
 of the directors present and shall include:  

    (a) The date the period of duration expired under the 
 articles; 

    (b) A statement that the period of duration will be 
 perpetual or, if some shorter period is to be provided, the date 
 to which the period of duration is extended; and 

    (c) A statement that the corporation has been in continuous 
 operation since before the date of expiration of its original 
 period of duration.  

    Subd. 3.    Approval by shareholders.  The amendment to 
 the articles shall be presented, after notice, to a meeting of 
 the shareholders.  The amendment is adopted when approved by the 
 shareholders pursuant to section 302A.135.  

    Subd. 4.    Filing.  Articles of amendment conforming to 
 section 302A.139 shall be filed with the secretary of state.  

    HIST: 1981 c 270 s 120