§ 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.
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.