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HomeCorporations CodeCh. 9§ 909 Corporate Term Extension Rules

§ 909 Corporate Term Extension Rules

Corporations Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 909 Corporate Term Extension Rules

Key Takeaways

  • •If a company was supposed to close after a certain time but kept running anyway, it can change its rules to stay open forever.
  • •The company must prove it kept working like normal even after it was supposed to close.
  • •If the company’s name is no longer allowed, it must pick a new one when it files the paperwork to stay open.
  • •The people running the company (even if they weren’t officially chosen) can still make this change.

Example

A small bakery was supposed to close after 10 years, but the owners kept it running for 2 more years without realizing it. Now they want to keep it open forever.

The bakery can file paperwork to change its rules and stay open forever, as long as it shows it kept baking and selling cakes during those extra 2 years. If another bakery took their name, they’d have to pick a new one.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source
View on CA.gov

§ 909 Corporate Term Extension Rules

A corporation formed for a limited period may at any time subsequent to the expiration of the term of its corporate existence, if it has continuously acted as a corporation and done business as such, extend the term of its existence by an amendment to its articles removing any provision limiting the term of its existence and providing for perpetual existence. If the filing of the certificate of amendment providing for perpetual existence would be prohibited if it were original articles by the provisions of Section 201, the Secretary of State shall not file such certificate unless by the same or a concurrently filed certificate of amendment the articles of such corporation are amended to adopt a new available name. For the purpose of the adoption of any such amendment, persons who have been functioning as directors of such corporation shall be considered to have been validly elected even though their election may have occurred after the expiration of the original term of the corporate existence. The certificate of amendment shall set forth that the corporation continuously acted as a corporation and did business as such from the expiration of its term of corporate existence to the date of the amendment. (Added by Stats. 1975, Ch. 682.)

Last verified: January 23, 2026

Key Terms

corporationperpetual existencecertificate of amendmentSecretary of StateSection 201

Related Statutes

  • § 908 Corporate Amendment Filing Effects
  • § 5818 Corporate Term Extension Rules
  • § 7818 Corporate Term Extension Rules
  • § 3306 Entity Conversion Fee
  • § 5914 Nonprofit Health Facility Transfers

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 909.
View Official Source