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Minnesota Legislature

Office of the Revisor of Statutes

300.13 Corporate existence; duration, renewal.

Subdivision 1. Period of formation, renewal. A railroad corporation, a bank as defined in section 47.01, subdivision 2, or a trust company as defined in section 47.01, subdivision 4, may be formed for any period specified in its certificate of incorporation. A savings bank has perpetual duration. Every other corporation, except as otherwise provided in this chapter, shall be formed for not more than 30 years, but may be renewed from time to time for a further term not exceeding 30 years. The corporation is renewed whenever a three-fourths vote of the stock or members, in case of mutual or nonstock corporations represented, adopts a resolution to that effect; and, in case of stock companies, when those desiring it have purchased at its value the stock of those opposed to the resolution. The resolution may be voted on at a regular meeting, or at a special meeting called for that purpose if that purpose is clearly specified in the call.

Subd. 2. Exceptions as to renewal. A corporation formed under the provisions of the Minnesota Business Corporation Act, or the Minnesota Nonprofit Corporation Act, or a corporation which accepts the provisions of either act, or which elects not to accept them, may not be renewed under this section.

Subd. 3. Nonprofit cooperative associations, religious corporations; perpetual succession. Unless otherwise limited by statute or by its articles or certificate of incorporation, a nonprofit cooperative association and a religious corporation formed under chapter 315, have perpetual duration. When the limitation is contained in its articles or certificate of incorporation, the association or corporation may amend its articles or certificate to provide for perpetual duration.

Subd. 4. Resolution to enlarge, effect. Except in the case of a nonprofit cooperative association or a religious corporation formed under chapter 315, the resolution to enlarge the period of corporate existence does not become effective until a duly certified copy of the resolution has been filed and recorded in the same manner as required by law for its original articles or certificate of incorporation.

HIST: (7455, 7456) RL s 2856, 2857; 1907 c 468 s 2; 1921 c 39 s 1; 1927 c 32 s 1; 1933 c 189 s 1; 1933 c 300 s 62; 1945 c 509 s 1; 1951 c 550 s 71; 1967 c 260 s 1; 1984 c 543 s 11; 1984 c 628 art 5 s 1