2004 Minnesota 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