North Dakota Code 10-33-118 – Extension after duration expired
1. A corporation whose period of duration as provided in the articles has expired and which has continued to operate despite that expiration may reinstate its articles and extend the period of corporate duration, including making the duration perpetual, within one year after the date of expiration by filing an amendment to the articles as set forth in this section.
Terms Used In North Dakota Code 10-33-118
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Person: means an individual, organization, government, political subdivision, or government agency or instrumentality. See North Dakota Code 1-01-49
- State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See North Dakota Code 1-01-49
- year: means twelve consecutive months. See North Dakota Code 1-01-33
2. An amendment to the articles must be approved by the board and must include:
a. The date on which 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; c. A statement that the corporation has been in continuous operation since before the date of expiration of its original period of duration; and
d. A name change if the name of the corporation has been adopted for use or reserved by another person.
3. If the corporation has a member with voting rights, the amendment to the articles must be presented, after notice, to a meeting of the members with voting rights. The amendment is adopted when approved by the members with voting rights pursuant to section 10-33-15.
4. Articles of amendment conforming to section 10-33-16, together with any fees and delinquent filings and reports, must be filed with the secretary of state.