Amending Articles of Incorporation When the Corporation No Longer Exists - Here's How
Wednesday, July 19, 2023
Amending California Articles of Incopr

California Corporations Code Section 204(a)(4) permits the articles of incorporation to include a provision limiting the duration of a corporation's existence to a specified date.  I very seldom encounter such as provision in my practice.  What happens when the specified date passes and the corporation doesn't know that it is dead?   The General Corporation Law has an answer.

Section 909 provides that if a corporation has continuously  acted as a corporation and does business as such, it may at any time subsequent to the expiration of its term extend the term of its existence and provide for perpetual existence.  Thus, a corporate corporation may not only revivify itself, it may achieve eternal life.  It may not continue to use its name if it is available.  In that case, the corporation will be required to file an amendment to adopt a new available name. 

Interestingly the statute addresses the continuing status of directors but not shareholders.  It provides that for the purpose of filing of adopting "such amendment", persons who were functioning as directors are considered to have been validly elected even though there election  occurred after the expiration of the corporation's original term of existence.  It is unclear whether the statute's reference to "such amendment" refers only to an amendment adopting a new available name (which is addressed in the immediately preceding sentence) or to both an amendment adopting a new available name and an amendment extending the term of the corporation.  


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