If the certificate states perpetual duration, what does that mean?

• A. The corporation has a fixed term
• B. The corporation exists only for a limited time
• C. The corporation must dissolve at a set date
• D. The corporation exists perpetually unless dissolved

Answer: (D)

Perpetual duration means the corporation has no fixed end date. It is treated as having an indefinite life and continues to exist until a dissolution occurs—whether by voluntary action of the shareholders, a court order, or other legal winding up. In other words, the entity exists perpetually unless and until it is dissolved.

This differs from a fixed-term or limited-life arrangement, where the corporation is set to terminate on a specific date or after a specified period, or must dissolve at a set date. So the statement that it exists perpetually unless dissolved best captures the idea of perpetual duration.