Mont. Code Ann. § 35-12-1216 — MT Code / Title 35 / Chapter 12 / Part 12 / Section 35-12-1216
35-12-1216 Disposition of assets -- when contributions required
Status: in_force

35-12-1216 . Disposition of assets -- when contributions required. (1) In winding up a limited partnership's activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership's obligations to creditors, including, to the extent permitted by law, partners that are creditors.

(2) Any surplus remaining after the limited partnership complies with subsection (1) must be paid in cash as a distribution.

(3) If a limited partnership's assets are insufficient to satisfy all of its obligations under subsection (1) with respect to each unsatisfied obligation incurred when the limited partnership was not a limited liability limited partnership, the following rules apply:

(a) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under 35-12-1022 shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.

(b) If a person does not contribute the full amount required under subsection (3)(a) with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by subsection (3)(a) on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those other persons when the obligation was incurred.

(c) If a person does not make the additional contribution required by subsection (3)(b), further additional contributions are determined and due in the same manner as provided in that subsection.

(4) A person that makes an additional contribution under subsection (3)(b) or (3)(c) may recover from any person whose failure to contribute under subsection (3)(a) or (3)(b) necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person's liability under this subsection may not exceed the amount the person failed to contribute.

(5) The estate of a deceased individual is liable for the person's obligations under this section.

(6) An assignee for the benefit of creditors of a limited partnership or a partner or a person appointed by a court to represent creditors of a limited partnership or a partner may enforce a person's obligation to contribute under subsection (3).
Mont. Code Ann. § 35-10-624 — MT Code / Title 35 / Chapter 10 / Part 6 / Section 35-10-624
35-10-624 Events causing dissolution and winding up of partnership business
Status: in_force

35-10-624 . Events causing dissolution and winding up of partnership business. Except as provided in 35-10-625 , a partnership is dissolved and its business must be wound up only upon:

(1) receipt by a partnership at will of notice from a partner, other than a partner who is dissociated under 35-10-616 (2) through (10), of that partner's express will to withdraw as a partner or upon any later date specified in the notice;

(2) in a partnership for a definite term or particular undertaking:

(a) within 90 days after a partner's wrongful dissociation under 35-10-617 or a partner's dissociation by death or otherwise under 35-10-616 (6) through (10), receipt by the partnership of notice from another partner of that partner's express will to withdraw as a partner;

(b) the express will of all the partners; or

(c) the expiration of the term or the completion of the undertaking unless all the partners agree to continue the business, in which case the partnership agreement is considered amended retroactively to provide that the expiration or completion does not result in the dissolution and winding up of the partnership business;

(3) an event agreed to in the partnership agreement resulting in the winding up of the partnership business unless all the partners agree to continue the business, in which case the partnership agreement is considered amended retroactively to provide that the event does not result in the dissolution and winding up of the partnership business;

(4) an event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within 90 days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;

(5) a judicial decree, issued upon application by a partner, that:

(a) the economic purpose of the partnership is likely to be unreasonably frustrated;

(b) another partner has engaged in conduct relating to the partnership business that makes it not reasonably practicable to carry on the business in partnership with that partner; or

(c) it is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or

(6) a judicial decree, issued upon application by a transferee of a partner's transferable interest, that it is equitable to wind up the partnership business:

(a) if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer, after the expiration of the term or completion of the undertaking; or

(b) if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer, at any time.
Mont. Code Ann. § 35-14-844 — MT Code / Title 35 / Chapter 14 / Part 8 / Section 35-14-844
35-14-844 Contract rights of officers
Status: in_force

35-14-844 . Contract rights of officers. (1) The election or appointment of an officer does not itself create contract rights.

(2) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
Mont. Code Ann. § 35-14-148 — MT Code / Title 35 / Chapter 14 / Part 1 / Section 35-14-148
35-14-148 Action on ratification
Status: in_force

35-14-148 . Action on ratification. (1) The quorum and voting requirements applicable to a ratifying action by the board of directors under 35-14-147 (1) are the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time the ratifying action is taken.

(2) If the ratification of the defective corporate action requires approval by the shareholders under 35-14-147 (3) and if the approval is to be given at a meeting, the corporation shall notify each holder of valid and putative shares, regardless of whether entitled to vote, as of the record date for notice of the meeting and as of the date of the occurrence of defective corporate action, provided that notice is not required to be given to holders of valid or putative shares whose identities or addresses for notice cannot be determined from the records of the corporation. The notice must state that the purpose or one of the purposes of the meeting is to consider ratification of a defective corporate action and must be accompanied by:

(a) either a copy of the action taken by the board of directors in accordance with 35-14-147 (1) or the information required by 35-14-147 (1)(a) through (1)(d); and

(b) a statement that any claim that the ratification of the defective corporate action and any putative shares issued as a result of the defective corporate action should not be effective or should be effective only on certain conditions must be brought within 120 days from the applicable validation effective time.

(3) Except as provided in subsection (4) with respect to the voting requirements to ratify the election of a director, the quorum and voting requirements applicable to the approval by the shareholders required by 35-14-147 (3) must be the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time of the shareholder approval.

(4) The approval by shareholders to ratify the election of a director requires that the votes cast within the voting group favoring ratification exceed the votes cast opposing ratification of the election at a meeting at which a quorum is present.

(5) Putative shares on the record date for determining the shareholders entitled to vote on any matter submitted to shareholders under 35-14-147 (3) (and without giving effect to any ratification of putative shares that becomes effective as a result of the vote) are neither entitled to vote nor counted for quorum purposes in a vote to approve the ratification of a defective corporate action.

(6) If the approval under this section of putative shares would result in an overissue, in addition to the approval required by 35-14-147 , approval of an amendment to the articles of incorporation under part 10 of this chapter to increase the number of shares of an authorized class or series or to authorize the creation of a class or series of shares so there would be no overissue is also required.
Mont. Code Ann. § 35-8-212 — MT Code / Title 35 / Chapter 8 / Part 2 / Section 35-8-212
35-8-212 Filing fees
Status: in_force

35-8-212 . Filing fees. (1) In addition to the filing fee authorized by 35-8-211 , the secretary of state shall charge and collect from each foreign limited liability company:

(a) an additional filing fee at the time of filing its articles of organization; and

(b) an additional filing fee at the time of filing an application for a certificate of authority to transact business.

(2) The fees authorized in this section must be set and deposited in accordance with 2-15-405 .
Mont. Code Ann. § 35-3-206 — MT Code / Title 35 / Chapter 3 / Part 2 / Section 35-3-206
35-3-206 Amendment of articles of incorporation
Status: in_force

35-3-206 . Amendment of articles of incorporation. (1) Whenever any bishop, chief priest, or presiding elder has filed in the office of the secretary of state articles of incorporation, under the provisions of an act entitled "An Act Authorizing and Regulating the Incorporation of Sole Corporations and Defining Their Powers", approved February 27, 1899, or amendments to that act or under this chapter, the corporation sole may amend its articles of incorporation from time to time in any and as many respects as may be desired as long as its articles of incorporation as amended contain only provisions that are lawful under this chapter.

(2) The articles of amendment must be promulgated by the incorporator or a successor by setting forth a statement of the facts authorizing the amendment and the date upon which the amendment was promulgated, and the incorporator's or successor's affidavit that the amendment is a true copy or translation of the amendment is considered a sufficient attestation.
Mont. Code Ann. § 35-14-1321 — MT Code / Title 35 / Chapter 14 / Part 13 / Section 35-14-1321
35-14-1321 Notice of intent to demand payment -- consequences of voting or consenting
Status: in_force

35-14-1321 . Notice of intent to demand payment -- consequences of voting or consenting. (1) If a corporate action specified in 35-14-1302 (1) is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares:

(a) shall deliver to the corporation, before the vote is taken, written notice of the shareholder's intent to demand payment if the proposed action is effected; and

(b) may not vote, or cause or permit to be voted, any shares of that class or series in favor of the proposed action.

(2) If a corporate action specified in 35-14-1302 (1) is to be approved by written consent, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares may not sign a consent in favor of the proposed action with respect to that class or series of shares.

(3) If a corporate action specified in 35-14-1302 (1) does not require shareholder approval pursuant to 35-14-1104 (10), a shareholder who wishes to assert appraisal rights with respect to any class or series of shares:

(a) shall deliver to the corporation before the shares are purchased pursuant to the offer written notice of the shareholder's intent to demand payment if the proposed action is effected; and

(b) may not tender or cause or permit to be tendered any shares of that class or series in response to the offer.

(4) A shareholder who fails to satisfy the requirements of subsection (1), (2) or (3) is not entitled to payment under this part.
Mont. Code Ann. § 35-4-404 — MT Code / Title 35 / Chapter 4 / Part 4 / Section 35-4-404
35-4-404 Responsibility for services
Status: in_force

35-4-404 . Responsibility for services. (1) An individual who renders professional services as an employee of a domestic or foreign professional corporation is liable for any negligent or wrongful act or omission in which the individual personally participates to the same extent as if the individual had rendered the services as a sole practitioner. An employee of a professional corporation is not liable for the conduct of other employees unless the employee is at fault in appointing, supervising, or cooperating with them.

(2) A domestic or foreign professional corporation whose employee performs professional services within the scope of the employee's employment or apparent authority to act for the corporation is liable to the same extent as that employee.

(3) Except as otherwise provided by statute, the personal liability of a shareholder of a domestic or foreign professional corporation is no greater in any respect than that of a shareholder of a corporation organized under the Montana Business Corporation Act.
Mont. Code Ann. § 35-14-403 — MT Code / Title 35 / Chapter 14 / Part 4 / Section 35-14-403
35-14-403 Registered name
Status: in_force

35-14-403 . Registered name. (1) A foreign corporation may register its corporate name, or its corporate name with the addition of any word or abbreviation listed in 35-14-401 (1)(a) if necessary for the corporate name to comply with 35-14-401 (1)(a), if the name is distinguishable in the records of the secretary of state from the corporate names that are not available under 35-14-401 (2).

(2) A foreign corporation registers its corporate name, or its corporate name with any addition permitted by subsection (1), by delivering to the secretary of state for filing an application setting forth that name, the state, tribe, or country and date of its incorporation, and a brief description of the nature of the business that is to be conducted in this state.

(3) The name is registered for the applicant's exclusive use on the effective date of the application and for the remainder of the calendar year unless renewed.

(4) A foreign corporation whose name registration is effective may renew it for successive years by delivering to the secretary of state for filing a renewal application that complies with the requirements of subsection (2) between October 1 and December 31 of each year the registration is effective. The renewal application when filed renews the registration for the following calendar year.

(5) A foreign corporation whose name registration is effective may:

(a) register to do business as a foreign corporation under the registered name if it complies with 35-14-401 (1)(b); or

(b) consent in writing to the use of that name by a domestic corporation subsequently incorporated under this chapter or by another foreign corporation. The registration terminates when the domestic corporation is incorporated or the foreign corporation registers to do business under that name.
Mont. Code Ann. § 35-14-1401 — MT Code / Title 35 / Chapter 14 / Part 14 / Section 35-14-1401
35-14-1401 Dissolution by incorporators or initial directors
Status: in_force

35-14-1401 . Dissolution by incorporators or initial directors. A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the secretary of state for filing articles of dissolution that set forth:

(1) the name of the corporation;

(2) the date of its incorporation;

(3) either:

(i) that none of the corporation's shares has been issued; or

(ii) that the corporation has not commenced business;

(4) that no debt of the corporation remains unpaid;

(5) that the net assets of the corporation remaining after winding up have been distributed to the shareholders if shares were issued; and

(6) that a majority of the incorporators or initial directors authorized the dissolution.
Mont. Code Ann. § 35-2-616 — MT Code / Title 35 / Chapter 2 / Part 6 / Section 35-2-616
35-2-616 Sale of assets in regular course of activities -- mortgage of assets
Status: in_force

35-2-616 . Sale of assets in regular course of activities -- mortgage of assets. (1) A corporation may on the terms and conditions and for the consideration determined by the board of directors:

(a) sell, lease, exchange, or otherwise dispose of all or substantially all of its property in the usual and regular course of its activities; or

(b) mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property, whether or not in the usual and regular course of its activities.

(2) Unless the articles require it, approval of the members or any other person of a transaction described in subsection (1) is not required.

(3) Unless the articles provide otherwise, approval of a transaction described in subsection (1)(a) is required by a vote of a majority of the directors in office at the time the transaction is approved.
Mont. Code Ann. § 35-14-832 — MT Code / Title 35 / Chapter 14 / Part 8 / Section 35-14-832
35-14-832 Director's liability for unlawful distributions
Status: in_force

35-14-832 . Director's liability for unlawful distributions. (1) A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to 35-14-640 (1) or 35-14-1409 (1) is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating 35-14-640 (1) or 35-14-1409 (1) if the party asserting liability establishes that when taking the action the director did not comply with 35-14-830 .

(2) A director held liable under subsection (1) for an unlawful distribution is entitled to:

(a) contribution from every other director who could be held liable under subsection (1) for the unlawful distribution; and

(b) recoupment from each shareholder of the pro rata portion of the amount of the unlawful distribution the shareholder accepted knowing the distribution was made in violation of 35-14-640 (1) or 35-14-1409 (1).

(3) A proceeding to enforce:

(a) the liability of a director under subsection (1) is barred unless it is commenced within 2 years after the date:

(i) on which the effect of the distribution was measured under 35-14-640 (5) or (7);

(ii) as of which the violation of 35-14-640 (1) occurred as the consequence of disregard of a restriction in the articles of incorporation; or

(iii) on which the distribution of assets to shareholders under 35-14-1409 (1) was made; or

(b) contribution or recoupment under subsection (2) is barred unless it is commenced within 1 year after the liability of the claimant has been finally adjudicated under subsection (1).
Mont. Code Ann. § 35-20-315 — MT Code / Title 35 / Chapter 20 / Part 3 / Section 35-20-315
35-20-315 Annual report of trustees of fund
Status: in_force

35-20-315 . Annual report of trustees of fund. The trustee or the board of trustees of such fund shall annually on January 1 make their report of the condition of such trust fund to the trustees of the cemetery association and also to the district court as hereinbefore provided. Such reports shall always be kept by the secretary of such association and by the clerk of the district court and be open to the inspection of any person owning an interest in any lot in the cemetery cared for by such fund.
Mont. Code Ann. § 35-8-216 — MT Code / Title 35 / Chapter 8 / Part 2 / Section 35-8-216
35-8-216 Certificate of existence or authority
Status: in_force

35-8-216 . Certificate of existence or authority. (1) A person may request the secretary of state to furnish a certificate of existence for a limited liability company or a certificate of authority for a foreign limited liability company.

(2) A certificate of existence for a limited liability company must set forth:

(a) the company's name;

(b) that it is organized under the laws of this state, the date of organization, whether its duration is at-will or for a specified term, and, if for a specified term, the period specified;

(c) if payment is reflected in the records of the secretary of state and if nonpayment affects the existence of the company, that all fees, taxes, and penalties owed to this state have been paid;

(d) whether its most recent annual report required by 35-8-208 has been filed with the secretary of state;

(e) that articles of termination have not been filed; and

(f) other facts of record in the office of the secretary of state if requested by the applicant.

(3) A certificate of authority for a foreign limited liability company must set forth:

(a) the company's name used in this state;

(b) that it is authorized to transact business in this state;

(c) whether its most recent annual report required by 35-8-208 has been filed with the secretary of state;

(d) that a certificate of cancellation has not been filed; and

(e) other facts of record in the office of the secretary of state if requested by the applicant.

(4) Subject to any qualification stated in the certificate, a certificate of existence or authority issued by the secretary of state may be relied upon as conclusive evidence as of the date of the certificate that the domestic or foreign limited liability company is in existence or is authorized to transact business in this state.
Mont. Code Ann. § 35-10-721 — MT Code / Title 35 / Chapter 10 / Part 7 / Section 35-10-721
35-10-721 Voluntary cancellation of registration of limited liability partnership
Status: in_force

35-10-721 . Voluntary cancellation of registration of limited liability partnership. (1) When a limited liability partnership wishes to cancel its registration, two or more partners shall deliver to the secretary of state a cancellation of registration of a limited liability partnership form, which must include but is not limited to the following information:

(a) the complete name of the registered limited liability partnership to be canceled;

(b) the business mailing address of the limited liability partnership; and

(c) the names and business mailing addresses of the partners.

(2) If the secretary of state finds the form complies with the provisions of this section, the secretary of state shall file it and deliver a letter acknowledging cancellation of the registration to the limited liability partnership.
Mont. Code Ann. § 35-8-904 — MT Code / Title 35 / Chapter 8 / Part 9 / Section 35-8-904
35-8-904 Agency power and liability of members or managers after dissolution
Status: in_force

35-8-904 . Agency power and liability of members or managers after dissolution. (1) Except as provided in subsections (3) through (5), after an event causing dissolution of the limited liability company, a member may bind the limited liability company:

(a) by an act appropriate for winding up the limited liability company's affairs or completing transactions unfinished at dissolution; and

(b) by any transaction that would have bound the limited liability company, if it had not been dissolved, if the other party to the transaction does not have notice of the dissolution.

(2) The filing of the articles of termination is presumed to constitute notice of dissolution for purposes of subsection (1)(b).

(3) An act of a member that would not otherwise be binding on the limited liability company under subsection (1) is binding if it is authorized by the limited liability company.

(4) An act of a member that would be binding under subsection (1) or would be otherwise authorized and that is in contravention of a restriction on authority may not bind the limited liability company to persons having knowledge of the restriction.

(5) If the articles of organization vest management of the limited liability company in managers, a manager may exercise the authority of a member under subsection (1) and a member may not exercise the authority if the member is acting solely in the capacity of a member.

(6) A member or manager who, with knowledge of the dissolution, subjects a limited liability company to liability by an act that is not appropriate for the winding up of the company's business is liable to the company for any damage caused by the act.
Mont. Code Ann. § 35-8-304 — MT Code / Title 35 / Chapter 8 / Part 3 / Section 35-8-304
35-8-304 Liability of members, managers, and series of members to third parties
Status: in_force

35-8-304 . Liability of members, managers, and series of members to third parties. (1) Except as provided in 39-51-1105 and subsection (3) of this section, a person who is a member or manager, or both, of a limited liability company is not liable, solely by reason of being a member or manager, or both, under a judgment, decree or order of a court, or in any other manner, for a debt, obligation, or liability of the limited liability company, whether arising in contract, tort, or otherwise or for the acts or omissions of any other member, manager, agent, or employee of the limited liability company.

(2) The failure of a limited liability company to observe the usual company formalities or requirements relating to the exercise of its company powers or management of its business is not a ground for imposing personal liability on the members or managers of the limited liability company.

(3) All or specified members of a limited liability company are liable in their capacity as members for all or specified debts, obligations, or liabilities of the company if:

(a) a provision to that effect is contained in the articles of organization; and

(b) a member named as liable has consented in writing to the adoption of the provision or to be bound by the provision.

(4) The debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular series of members are enforceable against the assets of that series of members only and not against the assets of the company generally or any other series of members if:

(a) separate and distinct records are maintained for the series of members and the assets associated with the series of members are held, directly or indirectly, including through a nominee or otherwise, and accounted for separately from the other assets of the company and any other series of members; and

(b) unless otherwise provided in the articles of organization or operating agreement, debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the company generally or another series of members are not enforceable against the assets of the series of members.
Mont. Code Ann. § 35-14-1202 — MT Code / Title 35 / Chapter 14 / Part 12 / Section 35-14-1202
35-14-1202 Shareholder approval of certain dispositions
Status: in_force

35-14-1202 . Shareholder approval of certain dispositions. (1) A sale, lease, exchange, or other disposition of assets, other than a disposition described in 35-14-1201 , requires approval of the corporation's shareholders if the disposition would leave the corporation without a significant continuing business activity. A corporation is conclusively held to have retained a significant continuing business activity if it retains a business activity that represented, for the corporation and its subsidiaries on a consolidated basis, at least:

(a) 25% of total assets at the end of the most recently completed fiscal year; and

(b) either 25% of income from continuing operations before taxes or 25% of revenue from continuing operations, in each case for the most recently completed fiscal year.

(2) (a) To obtain the approval of the shareholders under subsection (1), the board of directors shall first adopt a resolution authorizing the disposition. The disposition must then be approved by the shareholders. In submitting the disposition to the shareholders for approval, the board of directors shall recommend that the shareholders approve the disposition unless:

(i) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make the recommendation; or

(ii) 35-14-826 applies.

(b) If either subsection (2)(a)(i) or (2)(a)(ii) applies, the board shall inform the shareholders of the basis for its determination.

(3) The board of directors may set conditions for the approval by the shareholders of a disposition or for the effectiveness of the disposition.

(4) If a disposition is required to be approved by the shareholders under subsection (1) and if the approval is to be given at a meeting, the corporation shall notify each shareholder, regardless of whether entitled to vote, of the meeting of shareholders at which the disposition is to be submitted for approval. The notice must state that the purpose or one of the purposes of the meeting is to consider the disposition and must contain a description of the disposition, including the terms and conditions of the disposition and the consideration to be received by the corporation.

(5) Unless the articles of incorporation require a greater vote or a lesser vote, approval of the disposition requires the approval of a majority of the votes entitled to be cast on the disposition and, if any class or series of shares is entitled to vote as a separate group on the disposition, the approval of a majority of the votes entitled to be cast on the disposition by that voting group. The articles of incorporation may not provide a lower quorum for a voting group than shares representing a majority of the votes entitled to be cast on the matter by the voting group or a lesser vote for a voting group than is provided for in 35-14-725 (3).

(6) After a disposition has been approved by the shareholders under this part and at any time before the disposition has been consummated, it may be abandoned by the corporation without action by the shareholders, subject to any contractual rights of other parties to the disposition.

(7) A disposition of assets in the course of dissolution under part 14 of this chapter is not governed by this section.

(8) The assets of a direct or indirect consolidated subsidiary are the assets of the parent corporation for the purposes of this section.
Mont. Code Ann. § 35-2-449 — MT Code / Title 35 / Chapter 2 / Part 4 / Section 35-2-449
35-2-449 Advance for expenses
Status: in_force

35-2-449 . Advance for expenses. (1) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:

(a) the director furnishes the corporation with a written affirmation of the director's good faith belief that the director has met the standard of conduct described in 35-2-447 ;

(b) the director furnishes the corporation with a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; and

(c) a determination is made that the facts then known to those making the determination would not preclude indemnification under 35-2-446 through 35-2-454 .

(2) The undertaking required by subsection (1)(b) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.

(3) Determinations and authorizations of payments under this section must be made in the manner specified in 35-2-451 .
Mont. Code Ann. § 35-14-826 — MT Code / Title 35 / Chapter 14 / Part 8 / Section 35-14-826
35-14-826 Submission of matters for shareholder vote
Status: in_force

35-14-826 . Submission of matters for shareholder vote. A corporation may agree to submit a matter to a vote of its shareholders even if, after approving the matter, the board of directors determines it no longer recommends the matter.
Mont. Code Ann. § 35-20-211 — MT Code / Title 35 / Chapter 20 / Part 2 / Section 35-20-211
35-20-211 Penalty for failure to keep record
Status: in_force

35-20-211 . Penalty for failure to keep record. Any secretary who neglects or refuses to carefully keep such register of burials and record all interments therein, as herein provided, shall be subject to a fine for such offense not exceeding $25.
Mont. Code Ann. § 35-12-1502 — MT Code / Title 35 / Chapter 12 / Part 15 / Section 35-12-1502
35-12-1502 Conversion
Status: in_force

35-12-1502 . Conversion. (1) An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to another organization pursuant to 35-12-1501 through 35-12-1505 and a plan of conversion if:

(a) the other organization's governing statute authorizes the conversion;

(b) the conversion is not prohibited by the law of the jurisdiction that enacted the governing statute; and

(c) the other organization complies with its governing statute in effecting the conversion.

(2) A plan of conversion must be in a record and must include:

(a) the name and form of the organization before conversion;

(b) the name and form of the organization after conversion;

(c) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and

(d) the organizational documents of the converted organization.
Mont. Code Ann. § 35-2-226 — MT Code / Title 35 / Chapter 2 / Part 2 / Section 35-2-226
35-2-226 Restated articles of incorporation
Status: in_force

35-2-226 . Restated articles of incorporation. (1) A corporation's board of directors may restate its articles of incorporation at any time, with or without approval by members or any other person.

(2) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring approval by the members or any other person, it must be adopted as provided in 35-2-223 .

(3) If the restatement includes an amendment requiring approval by members, the board shall submit the restatement to the members for their approval.

(4) If the board seeks to have the restatement approved by the members at a membership meeting, the corporation shall notify each of its members of the proposed membership meeting in writing in accordance with 35-2-530 . The notice must also state that the purpose or one of the purposes of the meeting is to consider the proposed restatement and must contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change that the restatement would make in the articles.

(5) If the board seeks to have the restatement approved by the members by written ballot or written consent, the material soliciting the approval must contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles.

(6) A restatement requiring approval by the members must be approved by the same vote as an amendment to articles under 35-2-223 .

(7) If the restatement includes an amendment that requires approval pursuant to 35-2-232 , the board shall submit the restatement for this approval.

(8) A corporation that restates its articles shall deliver to the secretary of state, for filing, articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation, together with a certificate setting forth a statement of whether the restated articles were approved by the board, the members, or any other person and:

(a) if the restatement contains an amendment to the articles requiring approval by the members, the information required by 35-2-225 ;

(b) if the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to 35-2-232 , a statement that the approval was obtained; and

(c) if the restatement has an amendment that does not require member approval, a statement as to who approved the amendment, whether approval was made by the board or any other person.

(9) Adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.

(10) The secretary of state may certify restated articles of incorporation as the articles of incorporation currently in effect without including the certificate information required by subsection (8).
Mont. Code Ann. § 35-14-204 — MT Code / Title 35 / Chapter 14 / Part 2 / Section 35-14-204
35-14-204 Liability for preincorporation transactions
Status: in_force

35-14-204 . Liability for preincorporation transactions. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.
Mont. Code Ann. § 35-16-212 — MT Code / Title 35 / Chapter 16 / Part 2 / Section 35-16-212
35-16-212 Association operating two or more enterprises in different parts of state -- control by delegates
Status: in_force

35-16-212 . Association operating two or more enterprises in different parts of state -- control by delegates. (1) An agricultural association or company, either cooperative stock or nonprofit nonstock, existing on July 1, 1921, or organized under the laws of Montana after that date may own and operate two or more cooperative enterprises in different parts of the state and may exercise and possess the following powers by providing in their articles of incorporation or in their bylaws that:

(a) all powers of the association members or stockholders must be exercised by duly elected delegates at any meeting of delegates that may be called. They shall elect officers and transact business in the same manner that the association members or stockholders are empowered to do. The officers and board of directors that the delegates may elect must be known as "general officers" or "general board of directors".

(b) stockholders or members of the cooperative stock or nonprofit nonstock agricultural associations or companies must be grouped into locals in the districts that the general board of directors may from time to time direct;

(c) each local, with territorial limits as determined by the general board of directors, shall elect from among its stockholders or members one delegate and one alternate to represent the local at any meeting of the association or company. The delegate and alternate shall serve for 1 year. The alternate shall serve as delegate at all meetings where the delegate may not be in attendance.

(d) each delegate may have only one vote, regardless of the number of stockholders or members that the delegate represents.

(2) Nothing in this section limits the powers of the board of directors of any corporation.
Mont. Code Ann. § 35-14-1323 — MT Code / Title 35 / Chapter 14 / Part 13 / Section 35-14-1323
35-14-1323 Perfection of rights -- right to withdraw
Status: in_force

35-14-1323 . Perfection of rights -- right to withdraw. (1) A shareholder who receives notice pursuant to 35-14-1322 and who wishes to exercise appraisal rights shall sign and return the form sent by the corporation and, in the case of certificated shares, deposit the shareholder's certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to 35-14-1322 (2)(b)(ii). In addition, if applicable, the shareholder shall certify on the form whether the beneficial owner of the shares acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to 35-14-1322 (2)(a)(i). If a shareholder fails to make this certification, the corporation may elect to treat the shareholder's shares as after-acquired shares under 35-14-1325 . Once a shareholder deposits that shareholder's certificates or, in the case of uncertificated shares, returns the signed forms, that shareholder loses all rights as a shareholder unless the shareholder withdraws pursuant to subsection (2).

(2) A shareholder who has complied with subsection (1) may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by notifying the corporation in writing by the date set forth in the appraisal notice pursuant to 35-14-1322 (2)(b)(v). A shareholder who fails to withdraw from the appraisal process may not thereafter withdraw without the corporation's written consent.

(3) A shareholder who does not sign and return the form and, in the case of certificated shares, deposit that shareholder's share certificates where required, each by the date set forth in the notice described in 35-14-1322 (2), is not entitled to payment under this part.
Mont. Code Ann. § 35-14-126 — MT Code / Title 35 / Chapter 14 / Part 1 / Section 35-14-126
35-14-126 Appeal from secretary of state -- refusal to file document
Status: in_force

35-14-126 . Appeal from secretary of state -- refusal to file document. (1) If the secretary of state refuses to file a document delivered for filing, the person that delivered the document for filing may petition the district court of the first judicial district to compel its filing. The document and the explanation of the secretary of state of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding.

(2) The court may order the secretary of state to file the document or take other action the court considers appropriate.

(3) The court's final decision may be appealed as in other civil proceedings.
Mont. Code Ann. § 35-16-210 — MT Code / Title 35 / Chapter 16 / Part 2 / Section 35-16-210
35-16-210 Existing associations -- reorganization under chapter
Status: in_force

35-16-210 . Existing associations -- reorganization under chapter. (1) Any cooperative or other corporation, association, society, or group of individuals on or before March 5, 1921, associated together for purposes and objects similar to those contemplated by the provisions of this chapter desiring to come within the provisions of this chapter may, by resolution of their board of directors, direct written notice to be given to each stockholder or member of their corporation or group of individuals of the proposal to organize a corporation or district under the provisions of this chapter and request 10 or more of their members qualified as provided in this chapter to prepare and file, in the county that they select to make their principal place of business, a petition in accordance with the provisions of 35-16-202 . If after petitioning not less than two-thirds of the stockholders or members of the cooperative or other corporation, association, society, or group of individuals either file with the corporation or district their written consent to the reorganization or petition to become members, in accordance with the provisions of this chapter, or both, the board of directors or other governing board of the existing cooperative or other corporation, association, society, or group of individuals must be authorized to, through proper officers, transfer to the new corporation or district, when organized, their corporate assets, real, personal, and mixed.

(2) Any stockholder or member of any cooperative or other corporation or society reorganized under the provisions of this section, consenting to the reorganization but not including lands in the reorganized corporation or district, is entitled to a certificate or shares of stock or other evidence of membership in the reorganized corporation or district of the par value equal to the value of the stockholder's or member's certificate or shares of stock or membership right in the previous existing cooperative or other corporation or society's assets at the time of the reorganization and is to this extent a stockholder or member. However, any stockholder or member of the corporation or group of individuals that are reorganizing may not be considered as increasing the stock of the new corporation so as to require consent of a majority of its members or stockholders to their admission.
Mont. Code Ann. § 35-12-1211 — MT Code / Title 35 / Chapter 12 / Part 12 / Section 35-12-1211
35-12-1211 Power of general partner and person dissociated as general partner to bind partnership after dissolution
Status: in_force

35-12-1211 . Power of general partner and person dissociated as general partner to bind partnership after dissolution. (1) A limited partnership is bound by a general partner's act after dissolution that:

(a) is appropriate for winding up the limited partnership's activities; or

(b) would have bound the limited partnership under 35-12-806 before dissolution if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.

(2) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:

(a) at the time the other party enters into the transaction:

(i) less than 2 years has passed since the dissociation; and

(ii) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and

(b) the act:

(i) is appropriate for winding up the limited partnership's activities; or

(ii) would have bound the limited partnership under 35-12-806 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.
Mont. Code Ann. § 35-8-1302 — MT Code / Title 35 / Chapter 8 / Part 13 / Section 35-8-1302
35-8-1302 Professional limited liability company name
Status: in_force

35-8-1302 . Professional limited liability company name. The name of a domestic or foreign professional limited liability company:

(1) must contain the words "professional limited liability company", "professional limited company", "professional l.l.c.", "professional llc", "p.l.l.c.", or "pllc"; and

(2) must conform to rules promulgated by a licensing authority having jurisdiction of a professional service described in the articles of organization.
Mont. Code Ann. § 35-8-1210 — MT Code / Title 35 / Chapter 8 / Part 12 / Section 35-8-1210
35-8-1210 Conversion of partnership or limited partnership to limited liability company
Status: in_force

35-8-1210 . Conversion of partnership or limited partnership to limited liability company. (1) A partnership or limited partnership may be converted to a limited liability company pursuant to this section.

(2) The terms and conditions of a conversion of a partnership or limited partnership to a limited liability company must be approved by all of the partners or by a number or percentage of the partners required for conversion in the partnership agreement.

(3) An agreement of conversion must set forth the terms and conditions of the conversion of the interests of partners of a partnership or of a limited partnership, as the case may be, into interests in the converted limited liability company or cash or other consideration to be paid or delivered as a result of the conversion of the interests of the partners, or a combination of interests, cash, or other consideration.

(4) After a conversion is approved under subsection (2), the partnership or limited partnership shall file articles of organization and all filing fees in the office of the secretary of state that satisfy the requirements of 35-8-202 and that contain:

(a) a statement that the partnership or limited partnership was converted to a limited liability company from a partnership or limited partnership;

(b) its former name;

(c) a statement of the number of votes cast by the partners entitled to vote for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under subsection (2); and

(d) in the case of a limited partnership, a statement that the certificate of limited partnership is to be canceled as of the date on which the conversion took effect.

(5) In the case of a limited partnership, the filing of articles of organization under subsection (4) cancels its certificate of limited partnership as of the date on which the conversion took effect.

(6) A conversion takes effect when the articles of organization are filed in the office of the secretary of state or at any later date specified in the articles of organization.

(7) A general partner who becomes a member of a limited liability company as a result of a conversion remains liable as a partner for any obligation incurred by the partnership or limited partnership before the conversion takes effect.

(8) A general partner's liability for all obligations of the limited liability company incurred after the conversion takes effect is that of a member of the company.

(9) A limited partner who becomes a member as a result of a conversion remains liable for obligations of the limited partnership only to the extent that the limited partner was liable for an obligation incurred by the limited partnership before the conversion takes effect.
Mont. Code Ann. § 35-10-402 — MT Code / Title 35 / Chapter 10 / Part 4 / Section 35-10-402
35-10-402 Partner's right to information
Status: in_force

35-10-402 . Partner's right to information. (1) A partnership shall keep its books and records, if any, at its chief executive office.

(2) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.
Mont. Code Ann. § 35-18-202 — MT Code / Title 35 / Chapter 18 / Part 2 / Section 35-18-202
35-18-202 Incorporators
Status: in_force

35-18-202 . Incorporators. Five or more natural persons or two or more cooperatives may organize a cooperative in the manner hereinafter provided.
Mont. Code Ann. § 35-13-101 — MT Code / Title 35 / Chapter 13 / Part 1 / Section 35-13-101
35-13-101 When a mining partnership exists
Status: in_force

35-13-101 . When a mining partnership exists. A mining partnership exists when two or more persons who own or acquire a mining claim for the purpose of working it and extracting the mineral therefrom actually engage in working the same.
Mont. Code Ann. § 35-17-312 — MT Code / Title 35 / Chapter 17 / Part 3 / Section 35-17-312
35-17-312 Officers -- election -- bank as treasurer
Status: in_force

35-17-312 . Officers -- election -- bank as treasurer. (1) The directors shall elect from their number a president and one or more vice presidents. They shall also elect a secretary and treasurer who need not be directors, and they may combine the two latter offices and designate the combined office as secretary-treasurer. The treasurer may be a bank or any depositary, in which case it may not be considered an officer but instead a function of the board of directors, and the secretary shall perform the usual accounting duties of the treasurer, except that the funds must be deposited only as authorized by the board of directors.

(2) (a) If the bylaws provide, the directors may also elect from their number a presiding officer and one or more vice presiding officers, in which case the president and vice presidents need not be directors or stockholders.

(b) Any other officer may be chosen as provided in the bylaws.
Mont. Code Ann. § 35-10-116 — MT Code / Title 35 / Chapter 10 / Part 1 / Section 35-10-116
35-10-116 Law governing internal affairs
Status: in_force

35-10-116 . Law governing internal affairs. Except as provided in 35-10-710 , the law of the state in which a partnership has its chief executive office governs the partnership's internal affairs.
Mont. Code Ann. § 35-2-911 — MT Code / Title 35 / Chapter 2 / Part 9 / Section 35-2-911
35-2-911 Financial statements for members
Status: in_force

35-2-911 . Financial statements for members. Upon the written request of any member of the corporation, the corporation shall deliver to the member its most recent financial statements showing in reasonable detail its assets and liabilities and the results of the operations.
Mont. Code Ann. § 35-14-852 — MT Code / Title 35 / Chapter 14 / Part 8 / Section 35-14-852
35-14-852 Mandatory indemnification
Status: in_force

35-14-852 . Mandatory indemnification. A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director was a director of the corporation against expenses incurred by the director in connection with the proceeding.
Mont. Code Ann. § 35-17-202 — MT Code / Title 35 / Chapter 17 / Part 2 / Section 35-17-202
35-17-202 Articles of incorporation -- contents -- filing -- articles or copies as prima facie evidence
Status: in_force

35-17-202 . Articles of incorporation -- contents -- filing -- articles or copies as prima facie evidence. (1) Each association formed under this chapter shall prepare and file articles of incorporation setting forth:

(a) the name of the association;

(b) the purposes for which it is formed;

(c) the place where its principal business will be transacted;

(d) if an out-of-state entity, the out-of-state entity's jurisdiction of formation;

(e) the term for which it is to exist, which may be perpetual;

(f) the number of its directors or trustees and the names and residences of those who are appointed for the first 3 months and until their successors are elected and qualified;

(g) if organized without capital stock, whether the property rights and interest of each member are equal or unequal, and if unequal, the articles must set forth the general rule or rules applicable to all members by which the property rights and interests, respectively, of each member must be determined and fixed. The association has the power to admit new members who must be entitled to share in the property of the association with the old members, in accordance with the general rules;

(h) the designation of classes of members, if more than one;

(i) the number and par value of shares of each authorized class of stock and, if more than one class is authorized:

(i) the designation, preferences, limitations, and relative rights of each class;

(ii) which classes of stock are membership stock;

(iii) as to each class of stock, the rate of dividend, if any, or a statement that the rate of dividend may be fixed by the board; and

(iv) any reservation of a right to acquire or recall any stock.

(2) In addition to provisions required in subsection (1), the articles of incorporation may also contain provisions not inconsistent with law regarding liability as set forth in 35-14-202 .

(3) The articles must be subscribed by the incorporators and must be filed in accordance with the provisions of the general corporation law of this state, and when so filed, the articles of incorporation or certified copies must be accepted as prima facie evidence of the facts contained in the articles and of the due incorporation of the association.
Mont. Code Ann. § 35-14-1501 — MT Code / Title 35 / Chapter 14 / Part 15 / Section 35-14-1501
35-14-1501 Foreign corporations -- governing law
Status: in_force

35-14-1501 . Foreign corporations -- governing law. (1) The law of the jurisdiction of formation of a foreign corporation governs:

(a) the internal affairs of the foreign corporation; and

(b) the interest holder liability of its shareholders.

(2) A foreign corporation is not precluded from registering to do business in this state because of any difference between the law of the foreign corporation's jurisdiction of formation and the law of this state.

(3) Registration of a foreign corporation to do business in this state does not permit the foreign corporation to engage in any business or affairs or exercise any power that a domestic corporation may not engage in or exercise in this state.
Mont. Code Ann. § 35-9-204 — MT Code / Title 35 / Chapter 9 / Part 2 / Section 35-9-204
35-9-204 Attempted share transfer in breach of prohibition
Status: in_force

35-9-204 . Attempted share transfer in breach of prohibition. (1) An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer binding on the transferee is ineffective.

(2) An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer that is not binding on the transferee, either because the notice required by 35-9-201 was not given or because the prohibition is held unenforceable by a court, gives the corporation an option to purchase the shares from the transferee for the same price and on the same terms that the transferee purchased them. To exercise its option, the corporation shall give the transferee written notice within 30 days after the shares are presented for registration in the transferee's name. The corporation may specifically enforce the transferee's sale obligation upon exercise of its purchase option.
Mont. Code Ann. § 35-5-104 — MT Code / Title 35 / Chapter 5 / Part 1 / Section 35-5-104
35-5-104 Business trust authorized as form of association
Status: in_force

35-5-104 . Business trust authorized as form of association. A business trust is permitted as a recognized form of association for the conduct of business within this state.
Mont. Code Ann. § 35-8-1001 — MT Code / Title 35 / Chapter 8 / Part 10 / Section 35-8-1001
35-8-1001 Authority to transact business required
Status: in_force

35-8-1001 . Authority to transact business required. (1) A foreign limited liability company may not transact business in this state until it obtains a certificate of authority from the secretary of state.

(2) The following activities, among others, do not constitute transacting business within the meaning of subsection (1):

(a) maintaining, defending, or settling any proceeding;

(b) holding meetings of the members or managers or carrying on other activities concerning internal affairs of the limited liability company;

(c) maintaining bank accounts;

(d) maintaining offices or agencies for the transfer, exchange, and registration of the limited liability company's own securities or maintaining trustees or depositaries with respect to those securities;

(e) selling through independent contractors;

(f) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;

(g) creating or acquiring indebtedness, mortgages, and security interests in real or personal property;

(h) securing or collecting debts or enforcing mortgages and security interests in property securing the debts;

(i) owning real or personal property that is acquired incident to activities described in subsection (2)(h) if the property is disposed of within 5 years after the date of acquisition, does not produce income, or is not used in the performance of a function of the limited liability company;

(j) conducting an isolated transaction that is completed within 30 days and that is not a transaction in the course of repeated transactions of a similar nature; or

(k) transacting business in interstate commerce.

(3) The list of activities in subsection (2) is not exhaustive.

(4) Except as provided in subsection (2), a foreign limited liability company is transacting business within the meaning of subsection (1) if it enters into a contract, including a contract entered into pursuant to Title 18, with the state of Montana, an agency of the state, or a political subdivision of the state and must apply for and receive a certificate of authority to transact business before entering into the contract. The secretary of state shall deliver a notice to the contracting parties regarding the requirement that a foreign limited liability company obtain a certificate of authority. The foreign limited liability company must be allowed 30 days from the date of the notice to obtain the certificate of authority, and an existing contract may not be voided prior to the expiration of the 30 days. This subsection does not apply to goods or services prepared out of state for delivery or use in this state.
Mont. Code Ann. § 35-2-132 — MT Code / Title 35 / Chapter 2 / Part 1 / Section 35-2-132
35-2-132 Ultra vires
Status: in_force

35-2-132 . Ultra vires. (1) Except as provided in subsection (2), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.

(2) A corporation's power to act may be challenged in a proceeding against the corporation to enjoin an act when a third party has not acquired rights. The proceeding may be brought by the attorney general, by a director, or by a member or members in a derivative proceeding.

(3) (a) A corporation's power to act may be challenged in a proceeding against an incumbent or former director, officer, employee, or agent of the corporation.

(b) The proceeding may be brought:

(i) by a director;

(ii) by the corporation, directly, derivatively, or through a receiver, a trustee, or other legal representative; or

(iii) in the case of a public benefit corporation, by the attorney general.
Mont. Code Ann. § 35-12-810 — MT Code / Title 35 / Chapter 12 / Part 8 / Section 35-12-810
35-12-810 Right of general partner and former general partner to information
Status: in_force

35-12-810 . Right of general partner and former general partner to information. (1) A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours:

(a) in the limited partnership's principal office, required information; and

(b) at a reasonable location specified by the limited partnership, any other records maintained by the limited partnership regarding the limited partnership's activities and financial condition.

(2) Each general partner and the limited partnership shall furnish to a general partner:

(a) without demand, any information concerning the limited partnership's activities and activities reasonably required for the proper exercise of the general partner's rights and duties under the partnership agreement or this chapter; and

(b) on demand, any other information concerning the limited partnership's activities, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.

(3) Subject to subsection (5), on 10 days' demand made in a record received by the limited partnership, a person dissociated as a general partner may have access to the information and records described in subsection (1) at the location specified in subsection (1) if:

(a) the information or record pertains to the period during which the person was a general partner;

(b) the person seeks the information or record in good faith; and

(c) the person satisfies the requirements imposed on a limited partner by 35-12-705 (2).

(4) The limited partnership shall respond to a demand made pursuant to subsection (3) in the same manner as provided in 35-12-705 (3).

(5) If a general partner dies, 35-12-1105 applies.

(6) The limited partnership may impose reasonable restrictions on the use of information under this section. In any dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness.

(7) A limited partnership may charge a person dissociated as a general partner that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material.

(8) A general partner or person dissociated as a general partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection (6) or by the partnership agreement applies both to the attorney or other agent and to the general partner or person dissociated as a general partner.

(9) The rights under this section do not extend to a person as transferee, but the rights under subsection (3) of a person dissociated as a general may be exercised by the legal representative of an individual who dissociated as a general partner under 35-12-1018 (7)(b) or (7)(c).
Mont. Code Ann. § 35-3-201 — MT Code / Title 35 / Chapter 3 / Part 2 / Section 35-3-201
35-3-201 When corporation sole may be created
Status: in_force

35-3-201 . When corporation sole may be created. Whenever the rules or discipline of any religious denomination, society, or church permit or require the estate, property, temporalities, and business thereof to be held in the name of or managed by a bishop, chief priest, or presiding elder, it shall be lawful for such bishop, chief priest, or presiding elder of such religious denomination, society, or church to become a corporation sole in the manner herein prescribed.
Mont. Code Ann. § 35-12-701 — MT Code / Title 35 / Chapter 12 / Part 7 / Section 35-12-701
35-12-701 Becoming limited partner
Status: in_force

35-12-701 . Becoming limited partner. A person becomes a limited partner:

(1) as provided in the partnership agreement;

(2) as the result of a conversion or merger under Title 35, chapter 12, part 15; or

(3) with the consent of all the partners.
Mont. Code Ann. § 35-13-204 — MT Code / Title 35 / Chapter 13 / Part 2 / Section 35-13-204
35-13-204 Profits and losses -- how shared
Status: in_force

35-13-204 . Profits and losses -- how shared. A member of a mining partnership shares in the profits and losses of the partnership in the proportion that the interest or share the member owns in the mine bears to the whole partnership capital or whole number of shares.
Mont. Code Ann. § 35-8-405 — MT Code / Title 35 / Chapter 8 / Part 4 / Section 35-8-405
35-8-405 Records and information
Status: in_force

35-8-405 . Records and information. (1) Unless otherwise provided in the articles of organization or a written operating agreement, a limited liability company shall keep at its principal place of business the following:

(a) a current and past list, setting forth the full name and last-known mailing address of each member and manager, if any, set forth in alphabetical order;

(b) a copy of the articles of organization and all amendments to the articles, together with executed copies of any powers of attorney pursuant to which any articles have been executed;

(c) copies of the limited liability company's federal, state, and local income tax returns and financial statements, if any, for the 3 most recent years or, if the returns and statements were not prepared for any reason, copies of the information and statements provided to or that should have been provided to the members to enable them to prepare their federal, state, and local tax returns for the period;

(d) copies of any effective written operating agreements and all amendments and copies of any written operating agreements no longer in effect;

(e) unless provided in writing in an operating agreement:

(i) a writing, if any, setting forth the amount of cash, the agreed value of other property or services contributed by each member, and the times or events upon which any additional contributions agreed to by each member are to be made;

(ii) a writing, if any, stating events that require the limited liability company to be dissolved and its affairs wound up; and

(iii) other writings, if any, prepared pursuant to a requirement in an operating agreement.

(2) (a) A member may, at the member's own expense, inspect and copy any limited liability company record, wherever the record is located, upon reasonable request during ordinary business hours.

(b) A former member and agents or attorneys of a former member must be provided access and the same right to copy records pertaining to the period that the former member was a member.

(3) Members, if the management of the limited liability company is vested in the members, or managers, if management of the limited liability company is vested in the managers, shall render, to the extent the circumstances make it just and reasonable, true and full information of all things affecting the members to any member and to the legal representative of any deceased member or of any member under legal disability.

(4) Failure of the limited liability company to keep or maintain any of the records or information required pursuant to this section may not be grounds for imposing liability on any person for the debts and obligations of the limited liability company.
Mont. Code Ann. § 35-2-416 — MT Code / Title 35 / Chapter 2 / Part 4 / Section 35-2-416
35-2-416 General standards for directors
Status: in_force

35-2-416 . General standards for directors. (1) A director shall discharge the duties as a director, including the director's duties as a member of a committee:

(a) in good faith;

(b) with the care an ordinarily prudent person in a similar position would exercise under similar circumstances; and

(c) in a manner the director reasonably believes to be in the best interests of the corporation.

(2) In discharging the duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

(a) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;

(b) attorneys, public accountants, or other persons with regard to matters that the director reasonably believes are within the person's professional or expert competence;

(c) a committee of the board of which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence; or

(d) in the case of religious corporations, religious authorities, ministers, priests, rabbis, or other persons whose position or duties in the religious organization the director believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented.

(3) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) unwarranted.

(4) A director is not liable to the corporation, any member, or any other person for any action taken or not taken as a director if the director acted in compliance with this section.

(5) A director may not be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including but not limited to property that may be subject to restrictions imposed by the donor or transferor of the property.

(6) This chapter does not modify any limitation of liability of directors provided by Title 27.
Mont. Code Ann. § 35-10-111 — MT Code / Title 35 / Chapter 10 / Part 1 / Section 35-10-111
35-10-111 Execution, filing, and recording of statements
Status: in_force

35-10-111 . Execution, filing, and recording of statements. (1) A statement may be filed in the office of the secretary of state. A certified copy of a statement that is filed in an office in another state may be filed in the office of the secretary of state. Either filing has the effect provided in this chapter with respect to partnership property located in or transactions that occur in this state.

(2) A certified copy of a statement that has been filed in the office of the secretary of state and recorded in the office for recording transfers of real property has the effect provided for recorded statements in this chapter. A recorded statement that is not a certified copy of a statement in the office of the secretary of state does not have the effect provided for recorded statements in this chapter.

(3) A statement filed by a partnership must be executed by at least two partners. Other statements must be executed by a partner or other person authorized by this chapter. The statement must be in the English language. An individual who executes a statement as or on behalf of a partner or other person named as a partner in a statement shall state beneath or opposite the person's signature the person's name and the capacity in which the person signs. The execution of any document required to be filed with the secretary of state under this chapter constitutes an affirmation under penalties of false swearing by each person executing the document that the facts stated are true.

(4) A person authorized by this chapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation.

(5) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.

(6) The secretary of state shall establish by rule fees for filing statements, issuing certificates, copying statements, priority handling, transmitting or filing facsimile copies, and providing computer-generated information. The fees must be reasonably related to the costs of processing the statements and providing the services. The secretary of state shall maintain records sufficient to support the fees established under this section. The secretary of state may adopt rules necessary to perform any duty required of the secretary of state by this chapter.
Mont. Code Ann. § 35-2-119 — MT Code / Title 35 / Chapter 2 / Part 1 / Section 35-2-119
35-2-119 Filing requirements
Status: in_force

35-2-119 . Filing requirements. All of the following requirements must be met before a document may be filed under this section by the secretary of state:

(1) A document that is required or permitted by this chapter to be filed in the office of the secretary of state must satisfy the requirements of this section and of any other section that adds to or varies these requirements.

(2) The document must contain the information required by this chapter. The document may contain other information as well.

(3) The document must be typewritten or printed unless an electronic form is allowed by the secretary of state.

(4) The document must be in the English language. However, a corporate name does not need to be in English if it is written in English letters or Arabic or Roman numerals.

(5) (a) Except as provided in subsection (5)(b), the document must be executed:

(i) by the presiding officer of the corporation's board of directors, its president, or another of its officers;

(ii) if directors have not been selected or the corporation has not been formed, by an incorporator; or

(iii) if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.

(b) (i) A corporation's annual report may be executed as provided in subsection (5)(a) or by the corporation's authorized agent.

(ii) For the purposes of this subsection (5)(b), "authorized agent" means any individual granted permission by an entity to execute a document on behalf of the entity. The entity is responsible for maintaining a record of the permission granted to an authorized agent.

(6) The person executing the document shall sign the document and state beneath or opposite the signature the person's name and the capacity in which the person signs. The document may but does not need to contain the corporate seal, an attestation by the secretary or an assistant secretary, or an acknowledgment, verification, or proof.

(7) The document must be in or on the prescribed form if the secretary of state has prescribed a mandatory form for a document under 35-2-1108 .

(8) Except as provided in 33-3-601 , the document must be delivered to the office of the secretary of state for filing and must be accompanied by:

(a) the correct filing fee; and

(b) any franchise tax, license fee, or penalty required by this chapter, rules promulgated under this chapter, or other law.
Mont. Code Ann. § 35-3-202 — MT Code / Title 35 / Chapter 3 / Part 2 / Section 35-3-202
35-3-202 Articles of incorporation
Status: in_force

35-3-202 . Articles of incorporation. (1) The articles of incorporation must set forth:

(a) the name of the corporation;

(b) the period of duration, which may be perpetual;

(c) the name of the religious denomination, society, or church creating the corporation sole;

(d) the name of the bishop, chief priest, or presiding elder whose office is incorporated under this chapter, together with a designation of the boundaries of the territory over which that person presides or over which that person's jurisdiction extends and the facts authorizing the incorporation;

(e) the manner in which any vacancy occurring in the incumbency of the bishop, chief priest, or presiding elder, as required by the rules or discipline of the religious denomination, society, or church, must be filled;

(f) any provisions, not inconsistent with law, that the incorporator elects to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including any provisions for distribution of assets on dissolution or final liquidation;

(g) the address of its principal office and the information specified by 35-7-105 (1);

(h) the name and address of the incorporator.

(2) It is not necessary to set forth in the articles of incorporation any of the corporate powers enumerated in this chapter.

(3) The articles must be verified by affidavit of the incorporator, and the incorporator shall also file the original or a copy or translation of the incorporator's commission, certificate, or letters of appointment as bishop, chief priest, or presiding elder, duly attested, and the incorporator's affidavit that the document is a true copy or translation must be considered as sufficient attestation.
Mont. Code Ann. § 35-14-1006 — MT Code / Title 35 / Chapter 14 / Part 10 / Section 35-14-1006
35-14-1006 Articles of amendment
Status: in_force

35-14-1006 . Articles of amendment. (1) After an amendment to the articles of incorporation has been adopted and approved in the manner required by this chapter and by the articles of incorporation, the corporation shall deliver to the secretary of state for filing articles of amendment, which must set forth:

(a) the name of the corporation;

(b) the text of each amendment adopted or the information required by 35-14-120 (11)(e);

(c) if an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself, which may be made dependent on facts objectively ascertainable outside the articles of amendment in accordance with 35-14-120 (11)(e);

(d) the date of each amendment's adoption; and

(e) if an amendment:

(i) was adopted by the incorporators or board of directors without shareholder approval, a statement that the amendment was duly adopted by the incorporators or by the board of directors and that shareholder approval was not required;

(ii) required approval by the shareholders, a statement that the amendment was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation; or

(iii) is being filed pursuant to 35-14-120 (11)(e), a statement to that effect.

(2) Articles of amendment take effect on the effective date determined in accordance with 35-14-123 .
Mont. Code Ann. § 35-21-833 — MT Code / Title 35 / Chapter 21 / Part 8 / Section 35-21-833
35-21-833 Joint tenants
Status: in_force

35-21-833 . Joint tenants. (1) In a conveyance to two or more persons as joint tenants, each joint tenant has a vested right of interment in the plot conveyed.

(2) Upon the death of a joint tenant, the title to the plot held in joint tenancy immediately vests in the survivors, subject to the vested right of interment of the remains of the deceased joint tenant.

(3) An affidavit by any person having knowledge of the facts setting forth the fact of the death of one joint tenant and establishing the identity of the surviving joint tenants named in the deed to any plot, when filed with the mausoleum-columbarium authority operating the mausoleum-columbarium in which the plot is located, is a complete authorization to the mausoleum-columbarium authority to permit the use of the unoccupied portion of the plot in accordance with the directions of the surviving joint tenants or their successors in interest.
Mont. Code Ann. § 35-5-103 — MT Code / Title 35 / Chapter 5 / Part 1 / Section 35-5-103
35-5-103 Applicability of general corporate law
Status: in_force

35-5-103 . Applicability of general corporate law. Any business trust shall be subject to such applicable provisions of law from time to time in effect with respect to domestic and foreign corporations, respectively. These shall include without limitation such applicable provisions of law as relate to the issuance of securities, filing of required statements and reports, service of process, general grants of power to act, withdrawal, right to sue and be sued, limitation of individual liability of shareholders, and rights to acquire, mortgage, sell, lease, operate, and otherwise deal in or with real property.
Mont. Code Ann. § 35-8-501 — MT Code / Title 35 / Chapter 8 / Part 5 / Section 35-8-501
35-8-501 Contributions to capital
Status: in_force

35-8-501 . Contributions to capital. An interest in a limited liability company may be issued in exchange for tangible or intangible property or other benefit to the company, including money, promissory notes, services performed, or other agreements to contribute cash or property or contracts for services to be performed.
Mont. Code Ann. § 35-2-540 — MT Code / Title 35 / Chapter 2 / Part 5 / Section 35-2-540
35-2-540 Cumulative voting for directors -- exception
Status: in_force

35-2-540 . Cumulative voting for directors -- exception. (1) If the articles or bylaws provide for cumulative voting by members, members may so vote by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote and casting the product for a single candidate or distributing the product among two or more candidates.

(2) Cumulative voting is not authorized at a particular meeting unless:

(a) the meeting notice or statement accompanying the notice states that cumulative voting will take place; or

(b) a member gives notice during the meeting and before the vote is taken of the member's intent to cumulate votes. If one member gives this notice, all other members participating in the election are entitled to cumulate their votes without giving further notice.

(3) A director elected by cumulative voting may be removed by the members without cause if the requirements of 35-2-421 are met unless the votes cast against removal or not consenting in writing to removal would be sufficient to elect the director if voted cumulatively at an election at which the same total number of votes were cast or, if the action is taken by written ballot, all memberships entitled to vote were voted, and if the entire number of directors authorized at the time of the director's most recent election were then being elected.

(4) Members may not cumulatively vote if the directors and members are identical.
Mont. Code Ann. § 35-2-731 — MT Code / Title 35 / Chapter 2 / Part 7 / Section 35-2-731
35-2-731 Decree of dissolution
Status: in_force

35-2-731 . Decree of dissolution. (1) If after a hearing the court determines that one or more grounds for judicial dissolution described in 35-2-728 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state, who shall file it.

(2) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's affairs in accordance with 35-2-725 and the notification of its claimants in accordance with 35-2-726 and 35-2-727 .
Mont. Code Ann. § 35-2-909 — MT Code / Title 35 / Chapter 2 / Part 9 / Section 35-2-909
35-2-909 Court-ordered inspection
Status: in_force

35-2-909 . Court-ordered inspection. (1) If a corporation does not allow a member who complies with 35-2-907 (1) to inspect and copy any records required by that subsection to be available for inspection, the district court for the judicial district of the county where the corporation's principal office is located or, if none in this state, in Lewis and Clark County may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the member.

(2) If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with 35-2-907 (2) and (3) may apply to the district court for the judicial district of the county where the corporation's principal office is located or, if the principal office is not located in this state, in Lewis and Clark County for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.

(3) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the member's costs, including reasonable attorney fees, incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded.

(4) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member.
Mont. Code Ann. § 35-12-801 — MT Code / Title 35 / Chapter 12 / Part 8 / Section 35-12-801
35-12-801 Becoming partner
Status: in_force

35-12-801 . Becoming partner. A person becomes a general partner:

(1) as provided in the partnership agreement;

(2) under 35-12-1201 (1)(c)(ii) following the dissociation of a limited partnership's last general partner;

(3) as the result of a conversion or merger under Title 35, chapter 12, part 15; or

(4) with the consent of all the partners.
Mont. Code Ann. § 35-2-824 — MT Code / Title 35 / Chapter 2 / Part 8 / Section 35-2-824
35-2-824 Effect of certificate of authority
Status: in_force

35-2-824 . Effect of certificate of authority. (1) A certificate of authority authorizes the foreign corporation to which it is issued the right to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in this chapter.

(2) A foreign corporation with a valid certificate of authority has the same rights and enjoys the same privileges as a domestic corporation of a similar character and, except as otherwise provided by this chapter, is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on a domestic corporation of a similar character.

(3) This chapter does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.
Mont. Code Ann. § 35-2-538 — MT Code / Title 35 / Chapter 2 / Part 5 / Section 35-2-538
35-2-538 Voting requirements
Status: in_force

35-2-538 . Voting requirements. (1) Unless this chapter, the articles, or bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of the votes represented and voting, if they are a majority of the required quorum, is the act of the members.

(2) A bylaw amendment to increase or decrease the vote required for any member action must be approved by the members.
Mont. Code Ann. § 35-8-502 — MT Code / Title 35 / Chapter 8 / Part 5 / Section 35-8-502
35-8-502 Liability for contribution
Status: in_force

35-8-502 . Liability for contribution. (1) A promise by a member to contribute to the limited liability company is not enforceable unless set out in a writing signed by the member.

(2) (a) Except as provided in the articles of organization or the operating agreement, a member is obligated to the limited liability company to perform any enforceable promises to contribute cash or property or to perform services even if the member is unable to perform because of death, disability, or other reason.

(b) If a member does not make the required contribution of property or services, the member is obligated, at the option of the limited liability company, to contribute cash equal to that portion of value or the stated contribution that has not been made.

(3) (a) Unless otherwise provided in the articles of organization or the operating agreement, the obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only with the unanimous consent of the members.

(b) A creditor of a limited liability company who extends credit or otherwise acts in reliance on an obligation described in subsection (1), and without notice of any compromise under 35-8-307 (3)(d), may enforce the original obligation.
Mont. Code Ann. § 35-17-302 — MT Code / Title 35 / Chapter 17 / Part 3 / Section 35-17-302
35-17-302 Stock -- issuance -- limitations on ownership and transfer -- repurchase by association
Status: in_force

35-17-302 . Stock -- issuance -- limitations on ownership and transfer -- repurchase by association. (1) When a member of an association established without capital stock has paid the member's membership fee in full, the member must receive a certificate of membership.

(2) (a) An association organized with capital stock may issue the amount of stock stated in its articles. The stock may be divided into two or more classes with the designations, preferences, limitations, and relative rights as stated in the articles, except that stock without par value may not be issued.

(b) The articles may require that members own one or more shares of membership stock. The membership stock may be issued or transferred only to a person eligible to become a member and only when that person satisfies the other requisites for membership. Unless restricted by the articles, stock other than membership stock may be issued or transferred to any person.

(3) An association may not issue stock to a member until it has been fully paid for. The promissory notes of the members may be accepted by the association as full or partial payment. The association shall hold the stock as security for the payment of the note, but retention as security does not affect the members' right to vote.

(4) An association, in its bylaws, may limit the amount of common stock that one member may own.

(5) (a) Unless the articles provide otherwise, an association may acquire, recall, exchange, redeem, and reissue its own stock. Provisions in the articles and on the stock certificate may reserve to the association a prior right to acquire any stock offered for sale or the right to recall the stock of any stockholder, or both rights.

(b) The consideration paid by the association for recalled stock must be its par value and accrued unpaid dividends. However, if the book value of the stock is less than the par value, the consideration must be the book value.

(c) An association may set off obligations of a stockholder to the association.

(d) If the remaining assets of an association would be less than the aggregate amount payable to creditors and persons holding stock with preferential rights upon liquidation, the association may not acquire, recall, exchange, or redeem any stock for consideration other than stock or certificates of equity interest of equal or subordinate rank.

(6) (a) If stock is acquired, recalled, exchanged, or redeemed by an association, the stock is restored to the status of authorized but unissued stock.

(b) Stockholders do not have a preemptive right to purchase additional stock.
Mont. Code Ann. § 35-10-106 — MT Code / Title 35 / Chapter 10 / Part 1 / Section 35-10-106
35-10-106 Effect of partnership agreement -- nonwaivable provisions
Status: in_force

35-10-106 . Effect of partnership agreement -- nonwaivable provisions. (1) Except as provided in subsection (2), a partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.

(2) A partnership agreement may not:

(a) vary the rights and duties under 35-10-111 except to eliminate the duty to provide copies of statements to all of the partners;

(b) unreasonably restrict a partner's right of access to books and records under 35-10-402 (2);

(c) eliminate the duty of loyalty under 35-10-405 (3);

(d) unreasonably reduce the duty of care under 35-10-405 (4);

(e) eliminate the obligation of good faith and fair dealing under 35-10-405 (5);

(f) vary the power to withdraw as a partner under 35-10-616 (1), except to require the notice to be in writing;

(g) vary the right to expulsion of a partner by a court in the events specified in 35-10-616 (5);

(h) vary the requirement to wind up the partnership business in cases specified in 35-10-624 (4), (5), or (6); or

(i) restrict rights of third parties under this chapter.
Mont. Code Ann. § 35-17-201 — MT Code / Title 35 / Chapter 17 / Part 2 / Section 35-17-201
35-17-201 Marketing survey
Status: in_force

35-17-201 . Marketing survey. Every group of persons contemplating the organization of an association under this chapter is urged to communicate with the dean of the state agricultural college who will inform it whatever a survey of the marketing conditions affecting the commodities to be handled by the proposed association indicates regarding probable success.
Mont. Code Ann. § 35-13-206 — MT Code / Title 35 / Chapter 13 / Part 2 / Section 35-13-206
35-13-206 Partnership not dissolved by sale of interest -- purchaser becomes partner
Status: in_force

35-13-206 . Partnership not dissolved by sale of interest -- purchaser becomes partner. One of the partners in a mining partnership may convey the partner's interest in the mine and business without dissolving the partnership. The purchaser from the date of purchase becomes a member of the partnership.
Mont. Code Ann. § 35-18-109 — MT Code / Title 35 / Chapter 18 / Part 1 / Section 35-18-109
35-18-109 No area restriction -- telephone cooperatives
Status: in_force

35-18-109 . No area restriction -- telephone cooperatives. A telephone cooperative, regardless of when it was organized pursuant to 35-18-105 , is not restricted by population of area served or other criteria to any area of service.
Mont. Code Ann. § 35-2-512 — MT Code / Title 35 / Chapter 2 / Part 5 / Section 35-2-512
35-2-512 No requirement of members
Status: in_force

35-2-512 . No requirement of members. A corporation is not required to have members.
Mont. Code Ann. § 35-10-201 — MT Code / Title 35 / Chapter 10 / Part 2 / Section 35-10-201
35-10-201 Partnership as entity
Status: in_force

35-10-201 . Partnership as entity. A partnership is an entity.
Mont. Code Ann. § 35-17-204 — MT Code / Title 35 / Chapter 17 / Part 2 / Section 35-17-204
35-17-204 Adoption of chapter by existing associations
Status: in_force

35-17-204 . Adoption of chapter by existing associations. Any corporation or association organized under statutes existing prior to March 5, 1921, may, by a majority vote of its stockholders or members, be brought under the provisions of this chapter by limiting its membership and adopting the other restrictions as provided herein. It shall prepare one original and one copy of a statement signed by its directors, upon forms supplied by the secretary of state, to the effect that the corporation or association has by a majority vote of its stockholders or members decided to accept the benefits and be bound by provisions of this chapter. Articles of incorporation shall be filed as required in 35-17-202 , except that they shall be signed by the members of the board of directors. The filing fee shall be the same as for filing an amendment to articles of incorporation.
Mont. Code Ann. § 35-14-703 — MT Code / Title 35 / Chapter 14 / Part 7 / Section 35-14-703
35-14-703 Court-ordered meeting
Status: in_force

35-14-703 . Court-ordered meeting. (1) The district court of the county where a corporation's principal office is located or, if its principal office is not located in this state, of the first judicial district may summarily order a meeting to be held:

(a) on application of any shareholder of the corporation if an annual meeting was not held or action by written consent in lieu of an annual meeting did not become effective within the earlier of 6 months after the end of the corporation's fiscal year or 15 months after its last annual meeting; or

(b) on application of one or more shareholders who signed a demand for a special meeting valid under 35-14-702 if:

(i) notice of the special meeting was not given within 30 days after the first day on which the requisite number of demands was delivered to the corporation; or

(ii) the special meeting was not held in accordance with the notice.

(2) The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date or dates for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting or direct that the shares represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting.

(3) For purposes of subsection (1)(a), "shareholder" means a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner.
Mont. Code Ann. § 35-14-807 — MT Code / Title 35 / Chapter 14 / Part 8 / Section 35-14-807
35-14-807 Resignation of directors
Status: in_force

35-14-807 . Resignation of directors. (1) A director may resign at any time by delivering a written notice of resignation to the board of directors or its chair or to the secretary.

(2) A resignation is effective as provided in 35-14-141(9) unless the resignation provides for a delayed effectiveness, including effectiveness determined on a future event or events. A resignation that is conditioned on failing to receive a specified vote for election as a director may provide that it is irrevocable.
Mont. Code Ann. § 35-14-1008 — MT Code / Title 35 / Chapter 14 / Part 10 / Section 35-14-1008
35-14-1008 Amendment pursuant to reorganization
Status: in_force

35-14-1008 . Amendment pursuant to reorganization. (1) A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States.

(2) The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth:

(a) the name of the corporation;

(b) the text of each amendment approved by the court;

(c) the date of the court's order or decree approving the articles of amendment;

(d) the title of the reorganization proceeding in which the order or decree was entered; and

(e) a statement that the court had jurisdiction of the proceeding under federal statute.

(3) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
Mont. Code Ann. § 35-8-111 — MT Code / Title 35 / Chapter 8 / Part 1 / Section 35-8-111
35-8-111 Uniformity of application and construction
Status: in_force

35-8-111 . Uniformity of application and construction. Unless otherwise provided in this chapter, this chapter must be applied and construed to effectuate its general purpose to make the law with respect to the subject of this chapter among states enacting the Uniform Limited Liability Company Act.
Mont. Code Ann. § 35-15-403 — MT Code / Title 35 / Chapter 15 / Part 4 / Section 35-15-403
35-15-403 Assignment of stock
Status: in_force

35-15-403 . Assignment of stock. An assignment of stock may not be made to any person who already owns stock, except by the consent of the board of directors, but stock may be assigned to the association at any time with the consent of the directors. On a question a stockholder may not have more than one vote. Every assignment of stock on which there remains any portion unpaid must be recorded in the books of the association, and each stockholder is jointly and severally liable with the association for the debts of the association to the extent of the amount that is unpaid upon the share held by the stockholder. An assignor may not be released from the indebtedness by reason of any assignment of the assignor's share but remains jointly liable with the assignee.
Mont. Code Ann. § 35-21-850 — MT Code / Title 35 / Chapter 21 / Part 8 / Section 35-21-850
35-21-850 Annual report of endowment care mausoleum-columbarium
Status: in_force

35-21-850 . Annual report of endowment care mausoleum-columbarium. (1) Each mausoleum-columbarium authority operating an endowment care mausoleum or columbarium shall file in its principal office a written report that must be available to any plot owner and that must contain, as of the close of its last fiscal year:

(a) the amount of principal of the endowment care fund; and

(b) the total amount invested in bonds, securities, or other investments authorized by law and the total amount of cash on hand not invested, which must actually show the financial condition of the trust.

(2) All of the information appearing on the report filed in the mausoleum-columbarium authority office must be revised annually and verified by the president and secretary or two officers authorized by the mausoleum-columbarium authority.
Mont. Code Ann. § 35-10-620 — MT Code / Title 35 / Chapter 10 / Part 6 / Section 35-10-620
35-10-620 Dissociated partner's power to bind partnership -- liability to partnership
Status: in_force

35-10-620 . Dissociated partner's power to bind partnership -- liability to partnership. (1) For 2 years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under 35-10-635 through 35-10-637 and 35-10-641 through 35-10-644 , is bound by an act of the dissociated partner that would have bound the partnership under 35-10-301 before dissociation if the other party to the transaction:

(a) reasonably believed when entering the transaction that the dissociated partner was a partner at that time;

(b) did not have notice of the partner's dissociation; and

(c) is not considered to have had knowledge under 35-10-310 (5) or notice under 35-10-622 .

(2) A dissociated partner is liable to the partnership for any loss caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation and for which the partnership is liable under subsection (1).
Mont. Code Ann. § 35-15-411 — MT Code / Title 35 / Chapter 15 / Part 4 / Section 35-15-411
35-15-411 Disposal of earnings -- dividends -- reserve fund -- educational fund
Status: in_force

35-15-411 . Disposal of earnings -- dividends -- reserve fund -- educational fund. The directors of a cooperative association, subject to revision by the stockholders at a general or special meeting, may apportion the earnings of the association by first paying dividends on the paid-up capital stock, not exceeding 8% a year; from the remaining funds, if any, accessible for dividend purposes, not less than 5% of the net profits for a reserve fund until an amount has accumulated in the reserve fund amounting to 30% of the paid-up capital stock; and from the balance, if any, 5% for an educational fund to be used for teaching cooperation; and the remaining profits, if any, by uniform dividends on the amount of purchases of patrons and on the wages and for salaries of employees, the amount of uniform dividends on the amount of their purchases, which may be credited to the account of patrons on account of capital stock of the association; but in production associations such as creameries, canneries, elevators, factories, and the like, dividends must be on raw material delivered instead of on goods purchased. In case the association is both a selling and a productive concern, the dividends may be on both raw material delivered and on goods purchased by patrons.
Mont. Code Ann. § 35-2-118 — MT Code / Title 35 / Chapter 2 / Part 1 / Section 35-2-118
35-2-118 General powers
Status: in_force

35-2-118 . General powers. (1) Unless its articles of incorporation provide otherwise, a corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs including, without limitation, power:

(a) to sue and be sued, complain, and defend in its corporate name;

(b) to have a corporate seal, which may be altered at will, and to use it or a facsimile of the seal by impressing, affixing, or in any other manner reproducing it;

(c) to make and amend bylaws, consistent with its articles of incorporation or with the laws of this state, for regulating and managing the affairs of the corporation;

(d) to purchase, receive, lease, or otherwise acquire and to own, hold, improve, use, and otherwise deal with real or personal property or any legal or equitable interest in property, wherever located;

(e) to sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;

(f) to purchase, receive, subscribe for, or otherwise acquire any other entity; to own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of any other entity; and to deal in and with shares or other interests in or obligations of any other entity;

(g) to make contracts and guaranties; to incur liabilities; to borrow money; to issue notes, bonds, and other obligations; and to secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;

(h) to lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment, except as limited by 35-2-435 ;

(i) to be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;

(j) to conduct its activities, locate offices, and exercise the powers granted by this chapter in the state or out of the state;

(k) to elect or appoint directors, officers, employees, and agents of the corporation; to define their duties; and to fix their compensation;

(l) to pay pensions and establish pension plans, pension trusts, and other benefit and incentive plans for any or all of its current or former directors, officers, employees, and agents;

(m) to make donations consistent with law for the public welfare or for charitable, religious, scientific, or educational purposes and for other purposes that further the corporate interest;

(n) to impose dues, assessments, admission, and transfer fees upon its members;

(o) to establish conditions for admission of members, admit members, and issue memberships;

(p) to carry on a business;

(q) to serve as trustee of any trust in which it is expressly designated under the terms of the trust as having a present or future beneficial interest, vested or contingent; or

(r) to do all things necessary or convenient consistent with law to further the activities and affairs of the corporation.

(2) A corporation may not have or issue shares of stock.
Mont. Code Ann. § 35-14-1506 — MT Code / Title 35 / Chapter 14 / Part 15 / Section 35-14-1506
35-14-1506 Noncomplying name of foreign corporation
Status: in_force

35-14-1506 . Noncomplying name of foreign corporation. (1) A foreign corporation whose name does not comply with 35-14-401 may not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name that complies with 35-14-401 by filing a foreign registration statement under 35-14-1503 or, if applicable, a transfer of registration statement under 35-14-1510 setting forth that alternate name. A foreign corporation adopting an alternate name as provided in this subsection need not file under Title 30, chapter 13, part 2, with respect to that alternate name. After registering to do business in this state with an alternate name, a foreign corporation shall do business in this state under:

(a) the alternate name;

(b) the foreign corporation's name, with the addition of its jurisdiction of formation; or

(c) a name the foreign corporation is authorized to use under Title 30, chapter 13, part 2.

(2) If a registered foreign corporation changes its name after registration to a name that does not comply with 35-14-401 , it may not do business in this state until it complies with subsection (1) of this section by amending its registration statement to adopt an alternate name that complies with 35-14-401 .
Mont. Code Ann. § 35-14-931 — MT Code / Title 35 / Chapter 14 / Part 9 / Section 35-14-931
35-14-931 Plan of conversion
Status: in_force

35-14-931 . Plan of conversion. (1) A domestic corporation may convert to a domestic or foreign eligible entity under 35-14-930 through 35-14-935 by approving a plan of conversion. The plan of conversion must include:

(a) the name of the converting corporation;

(b) the name, jurisdiction of formation, and type of entity of the converted entity;

(c) the manner and basis of converting the shares of the domestic corporation into eligible interests or other securities, obligations, rights to acquire eligible interests or other securities, cash, other property, or any combination;

(d) the other terms and conditions of the conversion; and

(e) the full text that will be in effect immediately after the conversion becomes effective of the organic rules of the converted entity, which must be in writing.

(2) In addition to the requirements of subsection (1), a plan of conversion may contain any other provision not prohibited by law.

(3) The terms of a plan of conversion may be made dependent on facts objectively ascertainable outside the plan in accordance with 35-14-120 (11).
Mont. Code Ann. § 35-20-305 — MT Code / Title 35 / Chapter 20 / Part 3 / Section 35-20-305
35-20-305 Vacancies -- how filled
Status: in_force

35-20-305 . Vacancies -- how filled. In the case of the death, resignation, disability, or removal of any member or members of said board of trustees of said fund, the judge of said district court shall forthwith appoint a trustee or trustees to fill such vacancy or vacancies in the same manner as above provided in the case of an original vacancy.