Mont. Code Ann. § 35-20-201 — MT Code / Title 35 / Chapter 20 / Part 2 / Section 35-20-201
35-20-201 Local government approval prior to commencing operations
Status: in_force

35-20-201 . Local government approval prior to commencing operations. Before commencing operations under this chapter, an association shall comply with the planning and zoning requirements of the city or county or the city and county jointly, as may be required by law, and shall demonstrate to such unit or units of local government that a need exists for the proposed cemetery and that the association has the financial capability required to operate a cemetery in a satisfactory manner.
Mont. Code Ann. § 35-10-722 — MT Code / Title 35 / Chapter 10 / Part 7 / Section 35-10-722
35-10-722 Execution constituting affirmation -- penalty -- warning
Status: in_force

35-10-722 . Execution constituting affirmation -- penalty -- warning. (1) The execution of any document required to be filed with the secretary of state under this part constitutes an affirmation, under the penalties for false swearing, by each person executing the document that the statements in the document are true.

(2) The secretary of state shall provide for the printing of a warning to this effect on each form prescribed by the secretary of state under this part.
Mont. Code Ann. § 35-17-301 — MT Code / Title 35 / Chapter 17 / Part 3 / Section 35-17-301
35-17-301 Who may be members
Status: in_force

35-17-301 . Who may be members. (1) Under the terms and conditions prescribed in its bylaws, an association may admit as members or issue stock only to persons engaged in the production of the agricultural products to be handled by or through the association, including the lessees and tenants of land used for the production of the products and any lessors and landlords who receive as rent part of the crop raised on the leased premises.

(2) If a member of a nonstock association is other than a natural person, that member may be represented by any individual, associate, officer, or member authorized in writing.

(3) One association organized under this chapter may become a member or stockholder of any other association or associations organized under this chapter.
Mont. Code Ann. § 35-14-1007 — MT Code / Title 35 / Chapter 14 / Part 10 / Section 35-14-1007
35-14-1007 Restated articles of incorporation
Status: in_force

35-14-1007 . Restated articles of incorporation. (1) A corporation's board of directors may restate its articles of incorporation at any time, without shareholder approval, to consolidate all amendments into a single document.

(2) If the restated articles include one or more new amendments that require shareholder approval, the amendments must be adopted and approved as provided in 35-14-1003 .

(3) A corporation that restates its articles of incorporation shall deliver to the secretary of state for filing articles of restatement setting forth:

(a) the name of the corporation;

(b) the text of the restated articles of incorporation;

(c) a statement that the restated articles consolidate all amendments into a single document; and

(d) if a new amendment is included in the restated articles, the statements required under 35-14-1006 with respect to the new amendment.

(4) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to the articles of incorporation.

(5) The secretary of state may certify restated articles of incorporation as the articles of incorporation currently in effect without including the statements required by subsection (3)(d).
Mont. Code Ann. § 35-14-622 — MT Code / Title 35 / Chapter 14 / Part 6 / Section 35-14-622
35-14-622 Liability of shareholders
Status: in_force

35-14-622 . Liability of shareholders. (1) A purchaser from a corporation of the corporation's own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement.

(2) A shareholder of a corporation is not personally liable for any liabilities of the corporation, including liabilities arising from acts of the corporation, except:

(a) to the extent provided in a provision of the articles of incorporation permitted by 35-14-202 (2)(b)(v); and

(b) that a shareholder may become personally liable by reason of the shareholder's own acts or conduct.
Mont. Code Ann. § 35-20-207 — MT Code / Title 35 / Chapter 20 / Part 2 / Section 35-20-207
35-20-207 Annual report of trustees -- duty of county attorney
Status: in_force

35-20-207 . Annual report of trustees -- duty of county attorney. (1) The trustees at each annual meeting shall make a report in writing, which report shall be signed by at least a majority of the members of such board and shall contain a statement of their doings and of the affairs of the association and an account of the receipts and disbursements during the year preceding. Such report must be duly verified and filed in the office of the clerk of the district court. Such reports shall be noticed for hearing and heard in the same manner as reports of administrators in estates of deceased persons.

(2) It is hereby made the duty of the county attorney of the county in which cemetery is situated to act without charge as the legal advisor of all officers of a cemetery association and to prepare and present any and all reports required to be made by such officers.
Mont. Code Ann. § 35-10-302 — MT Code / Title 35 / Chapter 10 / Part 3 / Section 35-10-302
35-10-302 Transfer of partnership property
Status: in_force

35-10-302 . Transfer of partnership property. (1) Subject to the effect of a statement of partnership authority pursuant to 35-10-310 :

(a) partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name;

(b) partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held; and

(c) a partnership may recover property transferred under this subsection if it proves that execution of the instrument of transfer did not bind the partnership under 35-10-301 unless the property was transferred by the initial transferee or a person claiming through the initial transferee to a subsequent transferee who gave value without having notice that the person who executed the instrument of initial transfer lacked authority to bind the partnership.

(2) Partnership property held in the name of one or more persons other than the partnership without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership may be transferred free of any claims of the partnership or the partners by the persons in whose name the property is held to a transferee who gives value without having notice that it is partnership property.

(3) If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
Mont. Code Ann. § 35-30-103 — MT Code / Title 35 / Chapter 30 / Part 1 / Section 35-30-103
35-30-103 Prohibited transactions with foreign adversaries
Status: in_force

35-30-103 . Prohibited transactions with foreign adversaries. (1) A foreign adversary may not:

(a) buy, lease, or rent critical infrastructure, land used for agricultural production, or real property or a residence that has a direct line of sight to any part of a military installation from an entity provided for in this title; or

(b) enter into a contract with an entity provided for in this title that results in the foreign adversary's control of agricultural production land or critical infrastructure in this state.

(2) A foreign adversary that violates this section shall divest from its interest in critical infrastructure or land used for agricultural production within 1 year, after which time the property may be sold at public auction by the county sheriff of any county where the critical infrastructure or land used for agricultural production is located.

(3) The attorney general or county where the critical infrastructure or land used for agricultural production is located may bring a suit to enforce this section.

(4) As used in this section, the following definitions apply:

(a) "Agricultural production":

(i) has the meaning provided in 82-10-502 ; and

(ii) includes homesteads with one or more acres of improvements.

(b) "Critical infrastructure" has the meaning provided in 82-1-601 .

(c) "Foreign adversary" means any foreign government or foreign nongovernment person determined by the secretary of commerce to have engaged in a long-term pattern or serious instances of conduct significantly adverse to the national security of the United States or the security and safety of the people of the United States for the purposes of sections (3)(a) and (3)(b) of Executive Order No. 13873 of May 15, 2019, or a corporation, however constituted, domiciled or headquartered in a nation determined to be a foreign adversary, or a corporation over which a foreign adversary has a controlling interest.
Mont. Code Ann. § 35-15-201 — MT Code / Title 35 / Chapter 15 / Part 2 / Section 35-15-201
35-15-201 Incorporation
Status: in_force

35-15-201 . Incorporation. (1) Whenever three or more persons desire to incorporate as a cooperative association for the purpose of trade or of carrying out any branch of industry or the purchase and distribution of commodities for consumption or in the borrowing or lending of money among members for industrial purposes, the persons shall prepare a statement to that effect that also sets forth:

(a) the name of the proposed cooperative association;

(b) its capital stock;

(c) its location;

(d) the duration of the association; and

(e) the particular branch or branches of industry that the association intends to carry out.

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

(3) The statement, accompanied by the required filing fee, set and deposited in accordance with 2-15-405 , must be filed in the office of the secretary of state as the articles of incorporation of the association. After receiving the statement and the fee, the secretary of state shall issue to the persons forming the association a license as commissioners to open books for subscription to the capital stock of the association at a time and place that the persons forming the association may determine.
Mont. Code Ann. § 35-20-102 — MT Code / Title 35 / Chapter 20 / Part 1 / Section 35-20-102
35-20-102 Classification of trustees -- staggered terms
Status: in_force

35-20-102 . Classification of trustees -- staggered terms. The presiding officer and secretary of the meeting described in 35-20-101 shall immediately after the election divide the trustees by lot into three classes, those in the first class to hold their office for 1 year, those in the second class for 2 years, and those in the third class for 3 years. However, the trustees of each class may be reelected if they possess the qualifications mentioned in this part. The meeting must also determine on what day in each year the future annual election of trustees will be held.
Mont. Code Ann. § 35-12-515 — MT Code / Title 35 / Chapter 12 / Part 5 / Section 35-12-515
35-12-515 Effect of partnership agreement -- nonwaivable provisions
Status: in_force

35-12-515 . Effect of partnership agreement -- nonwaivable provisions. (1) Except as otherwise provided in subsection (2), the 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 a limited partnership's power under 35-12-512 to sue, be sued, and defend in its own name;

(b) vary the law applicable to a limited partnership under 35-12-513 ;

(c) vary the requirements of 35-12-604 ;

(d) vary the information required under 35-12-508 or unreasonably restrict the right to information under 35-12-705 or 35-12-810 , but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;

(e) eliminate the duty of loyalty under 35-12-811 , but the partnership agreement may:

(i) identify specific types or categories of activities that do not violate the duty of loyalty if not manifestly unreasonable; and

(ii) specify the number or percentage of partners that may authorize or ratify, after full disclosure to all partners of all material facts, a specific act or transaction that would otherwise violate the duty of loyalty;

(f) unreasonably reduce the duty of care under 35-12-811 (3);

(g) eliminate the obligation of good faith and fair dealing under 35-12-707 (2) and 35-12-811 (4), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured if the standards are not manifestly unreasonable;

(h) vary the power of a person to dissociate as a general partner under 35-12-1019 (1) except to require that the notice under 35-12-1018 (1) be in a record;

(i) vary the power of a court to decree dissolution in the circumstances specified in 35-12-1202 ;

(j) vary the requirement to wind up the partnership's business as specified in 35-12-1205 ;

(k) unreasonably restrict the right to maintain an action;

(l) restrict the right of a partner under 35-12-1515 (1) to approve a conversion or merger or the right of a general partner under 35-12-1515 (2) to consent to an amendment to the certificate of limited partnership that deletes a statement that the limited partnership is a limited liability limited partnership; or

(m) restrict rights under this chapter of a person other than a partner or a transferee.
Mont. Code Ann. § 35-21-803 — MT Code / Title 35 / Chapter 21 / Part 8 / Section 35-21-803
35-21-803 Exemptions and limitations on applicability
Status: in_force

35-21-803 . Exemptions and limitations on applicability. (1) The provisions of this part relating to private, nonprofit mausoleums and columbariums do not apply to any of the following:

(a) a religious corporation, church, religious society or denomination, or corporation sole administering temporalities of any church or religious society or denomination or any cemetery, mausoleum, or columbarium organized, controlled, and operated by a religious corporation, church, religious society or denomination, or corporation sole; or

(b) any county, town, or city cemetery, mausoleum, or columbarium.

(2) The provisions of this part do not affect the corporate existence or rights or powers of any cemetery corporation organized under the laws of this state in which a mausoleum or columbarium is situated, maintained, or operated in conjunction with a cemetery for the burial of dead human remains by ground interment. This part applies only to mausoleums or columbariums owned, operated, or controlled by a nonprofit mausoleum-columbarium authority organized and governed as provided in this part and owning, operating, or controlling lands, buildings, and structures solely for the entombment and inurnment of human remains.
Mont. Code Ann. § 35-12-610 — MT Code / Title 35 / Chapter 12 / Part 6 / Section 35-12-610
35-12-610 Term and renewal of certification
Status: in_force

35-12-610 . Term and renewal of certification. (1) Certification of a limited partnership or a certificate of authority of a foreign limited partnership is effective for a term of 5 years from the date of filing or renewal of certification or the date of issuance of a certificate. Upon application for renewal of certification on forms furnished by the secretary of state, the certification may be renewed for another 5-year term.

(2) Not less than 90 days before the expiration date of certification of a limited partnership, the secretary of state shall notify the listed general partner or partners or specified agent of the pending expiration by addressing a notice to the last-known address of the general partner or partners or specified agent.

(3) If the general partner or partners or specified agent fails to file an application for renewal with the secretary of state within a 90-day period prior to the expiration date of the certification, the secretary of state shall cancel the certification.

(4) A registration in force on July 1, 1991, expires 5 years from the date of the filing of certification or on July 1, 1992, whichever is later, if renewal of the certification is not effected in the manner provided for in 35-12-610 through 35-12-613 .

(5) A certificate of authority in force on July 1, 2011, expires 5 years from the date it was filed or on July 1, 2012, whichever is later, if renewal of certification of authority is not affected as provided in 35-12-610 or 35-12-618 .
Mont. Code Ann. § 35-14-201 — MT Code / Title 35 / Chapter 14 / Part 2 / Section 35-14-201
35-14-201 Incorporators
Status: in_force

35-14-201 . Incorporators. One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing.
Mont. Code Ann. § 35-8-604 — MT Code / Title 35 / Chapter 8 / Part 6 / Section 35-8-604
35-8-604 Distributions
Status: in_force

35-8-604 . Distributions. (1) A distribution may not be made if, after giving effect to the distribution:

(a) the limited liability company would not be able to pay its debts as they become due in the usual course of business; or

(b) the limited liability company's total assets would be less than the sum of its total liabilities plus, unless the articles of organization or the operating agreement provides otherwise, the amount that would be needed, if the limited liability company were to be dissolved at the time of the distribution, to satisfy the preferential rights of other members upon dissolution that are superior to the rights of the member receiving the distribution.

(2) The limited liability company may base a determination that a distribution is not prohibited under subsection (1) on either:

(a) financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances; or

(b) a fair valuation or other method that is reasonable under the circumstances.

(3) Except as provided in subsection (5), the effect of a distribution under subsection (1) is measured as of:

(a) the date the distribution is authorized if the payment occurs within 120 days after the date of authorization; or

(b) the date payment is made if it occurs more than 120 days after the date of authorization.

(4) A limited liability company's indebtedness to a member incurred by reason of a distribution to be made to that member in accordance with this section is at parity with the limited liability company's indebtedness to its general unsecured creditors, except as otherwise provided by agreement.

(5) For purposes of this section:

(a) if terms of indebtedness provide that payment of principal and interest is to be made only if and to the extent that payment of a distribution to members could then be made under this section, indebtedness of a limited liability company, including indebtedness issued as a distribution, is not a liability for purposes of determinations made under subsection (2); and

(b) if the indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is actually made.
Mont. Code Ann. § 35-16-211 — MT Code / Title 35 / Chapter 16 / Part 2 / Section 35-16-211
35-16-211 Stockholders dissenting from reorganization of existing association -- appraisal remedy
Status: in_force

35-16-211 . Stockholders dissenting from reorganization of existing association -- appraisal remedy. If any stockholder or member of an existing cooperative or other corporation, association, society, or group of individuals declines to consent to the transfer or refuses to become a member of the new organization, the stockholder or member shall, within 30 days after receiving written notice of the transfer of assets to the new corporation or district, serve upon the officers of the newly created corporation or district and file in the district court of the county of its principal place of business a petition praying for the net value of the stockholder's or member's equity in the cooperative or other corporation, association, society, or group of individuals in its assets, determined and valued as of the date when the property was transferred by the directors or executive officers to the new corporation or district. Upon a failure to, within the time and in the manner specified in this section, file a claim for appraisal and settlement, it is barred.
Mont. Code Ann. § 35-20-309 — MT Code / Title 35 / Chapter 20 / Part 3 / Section 35-20-309
35-20-309 Secretary of board
Status: in_force

35-20-309 . Secretary of board. The secretary of the cemetery association shall act as secretary of such trustee or as secretary of such board of trustees of such fund and shall keep a full record of their proceedings.
Mont. Code Ann. § 35-10-724 — MT Code / Title 35 / Chapter 10 / Part 7 / Section 35-10-724
35-10-724 Effect of transacting business without certificate
Status: in_force

35-10-724 . Effect of transacting business without certificate. A person conducting or transacting business in this state as a limited liability partnership without an effective certificate of registration of a limited liability partnership name or a person having an interest in the limited liability partnership name may not maintain any suit or action in the courts of this state under the name.
Mont. Code Ann. § 35-2-520 — MT Code / Title 35 / Chapter 2 / Part 5 / Section 35-2-520
35-2-520 Termination, expulsion, and suspension
Status: in_force

35-2-520 . Termination, expulsion, and suspension. (1) A member of a public benefit corporation or mutual benefit corporation may not be expelled or suspended and membership in these corporations may not be terminated or suspended except pursuant to a procedure that is fair and reasonable and is carried out in good faith.

(2) A procedure is fair and reasonable when either:

(a) the articles or bylaws set forth a procedure that provides:

(i) not less than 15 days' prior written notice of the expulsion, suspension, or termination and the reasons for it; and

(ii) an opportunity for the member to be heard, orally or in writing, not less than 5 days before the effective date of the expulsion, suspension, or termination by a person or persons authorized to decide that the proposed expulsion, termination, or suspension not take place; or

(b) it takes into consideration all relevant facts and circumstances.

(3) (a) Except as provided in subsection (3)(b), a written notice given by mail must be given by first-class or certified mail sent to the last address of the member shown on the corporation's records.

(b) Written notice may be given to any authenticated electronic identification as shown on the corporation's records.

(4) A proceeding that challenges an expulsion, suspension, or termination, including a proceeding in which defective notice is alleged, must be commenced within 1 year after the effective date of the expulsion, suspension, or termination.

(5) A member who has been expelled or suspended may be liable to the corporation for dues, assessments, or fees as a result of obligations incurred or commitments made prior to the expulsion or suspension.
Mont. Code Ann. § 35-18-103 — MT Code / Title 35 / Chapter 18 / Part 1 / Section 35-18-103
35-18-103 Construction
Status: in_force

35-18-103 . Construction. This chapter shall be construed liberally. The enumeration of any object, purpose, power, manner, method, or thing shall not be deemed to exclude like or similar objects, purposes, powers, manners, methods, or things.
Mont. Code Ann. § 35-7-101 — MT Code / Title 35 / Chapter 7 / Part 1 / Section 35-7-101
35-7-101 Short title
Status: in_force

35-7-101 . Short title. This chapter may be cited as the "Model Registered Agents Act".
Mont. Code Ann. § 35-18-102 — MT Code / Title 35 / Chapter 18 / Part 1 / Section 35-18-102
35-18-102 Definitions
Status: in_force

35-18-102 . Definitions. In this chapter, unless the context otherwise requires, the following definitions apply:

(1) "Broadband" means transmission facilities capable of handling frequencies greater than those required for high-grade voice communication, higher than 4 kilohertz.

(2) "Cable television system" means a system that receives and amplifies the signals broadcast by one or more television stations and redistributes the signals to subscribing members of the public for a fixed or periodic fee by wire, cable, microwave, or other means, whether the means are owned or leased.

(3) "Cooperative" means a corporation organized under this chapter or a corporation that becomes subject to the provisions of this chapter.

(4) "Member" means each incorporator of a cooperative and each person admitted to and retaining membership in a cooperative as provided by the articles of incorporation or bylaws of the cooperative, including persons admitted to joint membership.

(5) "Person" includes any natural person, firm, association, corporation, business trust, partnership, federal agency, state or political subdivision or an agency of a state or political subdivision, or other organization or group of persons.

(6) "Present" or "presence" includes in-person or any form of presence utilizing remote communication authorized by a cooperative's articles or bylaws.

(7) "Remote communication" includes communication made electronically, by conference telephone call, internet, remote technology, or other communication through which all participants in the meeting have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions, and make comments.

(8) "Rural area", as applied to all corporations organized under the provisions of 35-18-105 (1), means:

(a) an area not included within the boundaries of an incorporated or unincorporated city, town, village, or borough having a population in excess of 3,500 persons on March 17, 1939, or subsequent to March 17, 1939;

(b) an incorporated municipality in which 95% or more of the premises are served by an electric cooperative on February 1, 1971;

(c) a former rural area annexed by a municipality and subject to 69-5-109 ; or

(d) an incorporated municipality that was served by a public utility that sold the public utility's distribution facilities within that municipality to an electric cooperative after January 1, 1998.
Mont. Code Ann. § 35-15-505 — MT Code / Title 35 / Chapter 15 / Part 5 / Section 35-15-505
35-15-505 Effect of merger or consolidation -- rights and obligations -- rights of creditors not impaired
Status: in_force

35-15-505 . Effect of merger or consolidation -- rights and obligations -- rights of creditors not impaired. (1) After the effective date, the associations that are parties to the plan become a single association. In the case of a merger, the surviving association is that association designated in the plan. In the case of a consolidation, the new association is the association provided for in the plan. The separate existence of all associations that are parties to the plan, except the surviving or new association, then ceases.

(2) The surviving or new association possesses all the rights and all the property of each of the individual associations and is responsible for all their obligations. Title to any property is vested in the surviving or new association with no reversion or impairment of the title caused by the merger or consolidation. The right of any creditor may not be impaired by the merger or consolidation without the creditor's consent.

(3) This part may not be construed to impair the obligation of any contract to which any of the constituents was a party at the date of consolidation.
Mont. Code Ann. § 35-14-701 — MT Code / Title 35 / Chapter 14 / Part 7 / Section 35-14-701
35-14-701 Annual meeting
Status: in_force

35-14-701 . Annual meeting. (1) Unless directors are elected by written consent in lieu of an annual meeting as permitted by 35-14-704 , a corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws at which directors must be elected.

(2) Unless the board of directors determines to hold the meeting solely by means of remote communication in accordance with 35-14-709 (3), annual meetings may be held:

(a) in or out of this state at the place stated in or fixed in accordance with the bylaws; or

(b) if no place is stated in or fixed in accordance with the bylaws, at the corporation's principal office.

(3) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
Mont. Code Ann. § 35-14-840 — MT Code / Title 35 / Chapter 14 / Part 8 / Section 35-14-840
35-14-840 Officers
Status: in_force

35-14-840 . Officers. (1) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.

(2) The board of directors may elect individuals to fill one or more offices of the corporation. An officer may appoint one or more officers if authorized by the bylaws or the board of directors.

(3) The bylaws or the board of directors shall assign to an officer responsibility for maintaining and authenticating the records of the corporation required to be kept under 35-14-1601 (1).

(4) The same individual may simultaneously hold more than one office in a corporation.
Mont. Code Ann. § 35-10-621 — MT Code / Title 35 / Chapter 10 / Part 6 / Section 35-10-621
35-10-621 Dissociated partner's liability to other persons
Status: in_force

35-10-621 . Dissociated partner's liability to other persons. (1) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation except as provided in subsection (2).

(2) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is personally liable as a partner to the other party as the result of a partnership obligation incurred in connection with a transaction entered into by the partnership or a surviving partnership under 35-10-635 through 35-10-637 and 35-10-641 through 35-10-644 within 2 years after the partner's dissociation only 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;

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

(d) the obligation is one for which the partner would be personally liable under 35-10-307 or 35-10-629 if the partner had not dissociated.

(3) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.

(4) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.
Mont. Code Ann. § 35-14-1340 — MT Code / Title 35 / Chapter 14 / Part 13 / Section 35-14-1340
35-14-1340 Other remedies limited
Status: in_force

35-14-1340 . Other remedies limited. (1) The legality of a proposed or completed corporate action described in 35-14-1302 (1) may not be contested, and the corporate action may not be enjoined, set aside, or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the corporate action.

(2) Subsection (1) does not apply to a corporate action that:

(a) was not authorized and approved in accordance with the applicable provisions of:

(i) part 9, 10, 11, or 12 of this chapter;

(ii) the articles of incorporation or bylaws; or

(iii) the resolution of the board of directors authorizing the corporate action;

(b) was procured as a result of fraud, a material misrepresentation, or an omission of a material fact necessary to make statements made, in light of the circumstances in which they were made, not misleading;

(c) is an interested transaction unless it has been recommended by the board of directors in the manner provided in 35-14-862 and has been approved by the shareholders in the manner provided in 35-14-863 as if the interested transaction were a director's conflicting interest transaction; or

(d) is approved by less than unanimous consent of the voting shareholders pursuant to 35-14-704 if:

(i) the challenge to the corporate action is brought by a shareholder who did not consent and as to whom notice of the approval of the corporate action was not effective at least 10 days before the corporate action was effected; and

(ii) the proceeding challenging the corporate action is commenced within 10 days after notice of the approval of the corporate action is effective as to the shareholder bringing the proceeding.
Mont. Code Ann. § 35-12-1513 — MT Code / Title 35 / Chapter 12 / Part 15 / Section 35-12-1513
35-12-1513 Filings required for merger -- effective date
Status: in_force

35-12-1513 . Filings required for merger -- effective date. (1) After each constituent organization has approved a merger, articles of merger must be signed on behalf of:

(a) each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership; and

(b) each other preexisting constituent organization, by an authorized representative.

(2) The articles of merger must include:

(a) the name and form of each constituent organization and the jurisdiction of its governing statute;

(b) the name and form of the surviving organization, the jurisdiction of its governing statute, and if the surviving organization is created by the merger, a statement to that effect;

(c) the date the merger is effective under the governing statute of the surviving organization;

(d) if the surviving organization is to be created by the merger:

(i) if it will be a limited partnership, the limited partnership's certificate of limited partnership; or

(ii) if it will be an organization other than a limited partnership, the organizational document that creates the organization;

(e) if the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization;

(f) a statement as to each constituent organization that the merger was approved as required by the organization's governing statute;

(g) if the surviving organization is a foreign organization not authorized to transact business in this state, the street and mailing address of an office that the secretary of state may use for the purposes of 35-12-1514 (2); and

(h) any additional information required by the governing statute of any constituent organization.

(3) Each constituent limited partnership shall deliver the articles of merger for filing in the office of the secretary of state.

(4) A merger becomes effective under this part:

(a) if the surviving organization is a limited partnership, upon the later of:

(i) compliance with subsection (3); or

(ii) subject to 35-12-614 (3), as specified in the articles of merger; or

(b) if the surviving organization is not a limited partnership, as provided by the governing statute of the surviving organization.
Mont. Code Ann. § 35-20-301 — MT Code / Title 35 / Chapter 20 / Part 3 / Section 35-20-301
35-20-301 Fund required
Status: in_force

35-20-301 . Fund required. Any association formed under the provisions of this chapter or any corporation formed before February 16, 1905, under the laws of this state, which shall have established and be maintaining a cemetery, shall provide in the manner set forth in this chapter for the establishment and maintenance of a permanent fund the income of which shall be devoted to the care, maintenance, and improvement of such cemetery, which fund shall be known as the "permanent care and improvement fund" of such cemetery association.
Mont. Code Ann. § 35-14-203 — MT Code / Title 35 / Chapter 14 / Part 2 / Section 35-14-203
35-14-203 Incorporation
Status: in_force

35-14-203 . Incorporation. (1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.

(2) The secretary of state's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
Mont. Code Ann. § 35-14-141 — MT Code / Title 35 / Chapter 14 / Part 1 / Section 35-14-141
35-14-141 Notices and other communications
Status: in_force

35-14-141 . Notices and other communications. (1) A notice under this chapter must be in writing unless oral notice is reasonable in the circumstances. Unless otherwise agreed between the sender and the recipient, words in a notice or other communication under this chapter must be in English.

(2) A notice or other communication may be given by any method of delivery, except that electronic transmissions must be in accordance with this section. If the methods of delivery are impracticable, a notice or other communication may be given by means of a broad nonexclusionary distribution to the public, which may include:

(a) a newspaper of general circulation in the area where published;

(b) radio, television, or other form of public broadcast communication; or

(c) other methods of distribution that the corporation has previously identified to its shareholders.

(3) A notice or other communication to a domestic corporation or to a foreign corporation registered to do business in this state may be delivered to the corporation's registered agent at its registered office or to the secretary at the corporation's principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its foreign registration statement.

(4) A notice or other communications may be delivered by electronic transmission if consented to by the recipient or if authorized by subsection (10). A corporation that files documents with the office of the secretary of state under this chapter is considered to have given its irrevocable consent to delivery of notices or other communications by the office of the secretary of state to the corporation by electronic transmission.

(5) Any consent under subsection (4) may be revoked by the person who consented by written or electronic notice to the person to whom the consent was delivered. A consent is considered revoked if:

(a) the corporation is unable to deliver two consecutive electronic transmissions given by the corporation in accordance with the consent; and

(b) the inability becomes known to the secretary or an assistant secretary or to the transfer agent or other person responsible for the giving of notice or other communications. However, the inadvertent failure to treat the inability as a revocation does not invalidate any meeting or other action.

(6) Unless otherwise agreed between the sender and the recipient, an electronic transmission is received when:

(a) it enters an information processing system that the recipient has designated or uses for the purposes of receiving electronic transmissions or information of the type sent and from which the recipient is able to retrieve the electronic transmission; and

(b) it is in a form capable of being processed by that system.

(7) Receipt of an electronic acknowledgment from an information processing system described in subsection (6)(a) establishes that an electronic transmission was received but, by itself, does not establish that the content sent corresponds to the content received.

(8) An electronic transmission is received under this section even if no person is aware of its receipt.

(9) A notice or other communication, if in a comprehensible form or manner, is effective at the earliest of the following:

(a) if in a physical form, the earliest of when it is actually received or when it is left at:

(i) a shareholder's address shown on the corporation's record of shareholders maintained by the corporation under 35-14-1601 (4);

(ii) a director's residence or usual place of business; or

(iii) the corporation's principal office;

(b) if mailed postage prepaid and correctly addressed to a shareholder, on deposit in the United States mail;

(c) if mailed by United States mail postage prepaid and correctly addressed to a recipient other than a shareholder, the earliest of when it is actually received or:

(i) if sent by registered or certified mail, return receipt requested, the date shown on the return receipt signed by or on behalf of the addressee; or

(ii) 5 days after it is deposited in the United States mail;

(d) if an electronic transmission, when it is received as provided in subsection (6); and

(e) if oral, when communicated.

(10) A notice or other communication may be in the form of an electronic transmission that cannot be directly reproduced in paper form by the recipient through an automated process used in conventional commercial practice only if:

(a) the electronic transmission is otherwise retrievable in perceivable form; and

(b) the sender and the recipient have consented in writing to the use of that form of electronic transmission.

(11) If this chapter prescribes requirements for notices or other communications in particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe requirements for notices or other communications not inconsistent with this section or other provisions of this chapter, those requirements govern. The articles of incorporation or bylaws may authorize or require delivery of notices of meetings of directors by electronic transmission.

(12) In the event that any provisions of this chapter are determined to modify, limit, or supersede the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. 7001, et seq., the provisions of this chapter control to the maximum extent permitted by section 102(a)(2) of that federal act.

(13) (a) Whenever notice would otherwise be required to be given under any provision of this chapter to a shareholder, the notice need not be given if:

(i) notices to shareholders of two consecutive annual meetings, and all notices of meetings during the period between the two consecutive annual meetings, have been sent, other than by electronic transmission, to the shareholder at the shareholder's address as shown on the records of the corporation and have been returned undeliverable or could not be delivered; or

(ii) all, but not less than two, distributions to shareholders during a 12-month period, or two consecutive distributions to shareholders during a period of more than 12 months, have been sent to the shareholder at the shareholder's address as shown on the records of the corporation and have been returned undeliverable or could not be delivered.

(b) If any shareholder to which this subsection (13) applies delivers to the corporation a written notice setting forth the shareholder's then-current address, the requirement that notice be given to the shareholder must be reinstated.
Mont. Code Ann. § 35-14-1103 — MT Code / Title 35 / Chapter 14 / Part 11 / Section 35-14-1103
35-14-1103 Share exchange
Status: in_force

35-14-1103 . Share exchange. (1) By complying with this part:

(a) a domestic corporation may acquire all of the shares of one or more classes or series of shares of another domestic or foreign corporation or all of the eligible interests of one or more classes or series of interests of a domestic or foreign eligible entity in exchange for shares or other securities, eligible interests, obligations, rights to acquire shares or other securities or eligible interests, cash, other property, or any combination pursuant to a plan of share exchange; or

(b) all of the shares of one or more classes or series of shares of a domestic corporation may be acquired by another domestic or foreign corporation or eligible entity in exchange for shares or other securities, eligible interests, obligations, rights to acquire shares or other securities or eligible interests, cash, other property, or any combination pursuant to a plan of share exchange.

(2) A foreign corporation or eligible entity may be the acquired entity in a share exchange only if the share exchange is permitted by the organic law of that corporation or other entity.

(3) If the organic law or organic rules of a domestic eligible entity do not provide procedures for the approval of a share exchange, a plan of share exchange may be adopted and approved and the share exchange effected in accordance with the procedures, if any, for a merger. If the organic law or organic rules of a domestic eligible entity do not provide procedures for the approval of either a share exchange or a merger, a plan of share exchange may nonetheless be adopted and approved by the unanimous consent of all of the interest holders of the eligible entity whose interests will be exchanged under the plan of share exchange, and the share exchange may subsequently be effected as provided in the other provisions of this part. For purposes of applying this part:

(a) the eligible entity and its interest holders, interests, and articles of incorporation or other organic rules taken together are considered a domestic business corporation and its shareholders, shares, and articles of incorporation, respectively and vice versa, as the context may require; and

(b) if the business and affairs of the eligible entity are managed by a person or persons that are not identical to the members or interest holders, the person or persons are considered the board of directors.

(4) The plan of share exchange must include:

(a) the name of each domestic or foreign corporation or other eligible entity the shares or eligible interests of which will be acquired and the name of the domestic or foreign corporation or eligible entity that will acquire those shares or eligible interests;

(b) the terms and conditions of the share exchange;

(c) the manner and basis of exchanging shares of a domestic or foreign corporation or eligible interests in a domestic or foreign eligible entity the shares or eligible interests of which will be acquired under the share exchange for shares or other securities, eligible interests, obligations, rights to acquire shares or other securities or eligible interests, cash, other property, or any combination; and

(d) any other provisions required by the organic law governing the acquired entity or its articles of incorporation or organic rules.

(5) Terms of a plan of share exchange may be made dependent on facts objectively ascertainable outside the plan in accordance with 35-14-120 (11).

(6) A plan of share exchange may be amended only with the consent of each party to the share exchange except as provided in the plan. A domestic entity may approve an amendment to a plan:

(a) in the same manner the plan was approved if the plan does not provide for the manner in which it may be amended; or

(b) in the manner provided in the plan, except that shareholders, members, or interest holders that were entitled to vote on or consent to approval of the plan are entitled to vote on or consent to any amendment of the plan that will change:

(i) the amount or kind of shares or other securities, eligible interests, obligations, rights to acquire shares or other securities or eligible interests, cash, or other property to be received under the plan by the shareholders, members, or interest holders of the acquired entity; or

(ii) any of the other terms or conditions of the plan if the change would adversely affect the shareholders, members, or interest holders in any material respect.
Mont. Code Ann. § 35-18-329 — MT Code / Title 35 / Chapter 18 / Part 3 / Section 35-18-329
35-18-329 Mandatory indemnification
Status: in_force

35-18-329 . Mandatory indemnification. Unless limited by its articles of incorporation, a cooperative shall indemnify a trustee or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the trustee or officer was a party because the trustee or officer is or was a trustee or officer of the cooperative against reasonable expenses incurred by the trustee or officer in connection with the proceeding.
Mont. Code Ann. § 35-14-933 — MT Code / Title 35 / Chapter 14 / Part 9 / Section 35-14-933
35-14-933 Articles of conversion -- effectiveness
Status: in_force

35-14-933 . Articles of conversion -- effectiveness. (1) After:

(a) a plan of conversion of a domestic corporation has been adopted and approved as required by this chapter; or

(b) a domestic or foreign eligible entity that is the converting entity has approved a conversion as required under its organic law, articles of conversion must be signed by the converting entity and must:

(i) state the name, jurisdiction of formation, and type of entity of the converting entity;

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

(iii) if the converting entity is:

(A) a domestic corporation, state that the plan of conversion was approved in accordance with 35-14-930 through 35-14-935 ; or

(B) (I) an eligible entity, state that the conversion was approved by the eligible entity in accordance with its organic law; or

(II) a domestic eligible entity the organic law of which does not provide for approval of the conversion, state that the conversion was approved by the domestic eligible entity in accordance with 35-14-930 through 35-14-935 ; and

(iv) if the converted entity is:

(A) a domestic business corporation or a domestic nonprofit corporation or filing entity, have attached the public organic record of the converted entity, except that provisions that would not be required to be included in a restated public organic record may be omitted; or

(B) a domestic limited liability partnership, have attached the filing required to become a limited liability partnership.

(2) If the converted entity is a domestic corporation, its articles of incorporation must satisfy the requirements of 35-14-202 , except that provisions that would not be required to be included in restated articles of incorporation may be omitted from the articles of incorporation. If the converted entity is a domestic eligible entity, its public organic record, if any, must satisfy the requirements of the organic law of this state, except that the public organic record does not need to be signed.

(3) The articles of conversion must be delivered to the secretary of state for filing and take effect on the effective date determined in accordance with 35-14-123 .

(4) If a converted entity is a domestic entity, the conversion becomes effective when the articles of conversion are effective. With respect to a conversion in which the converted entity is a foreign eligible entity, the conversion itself becomes effective on the later of:

(a) the date and time provided by the organic law of that eligible entity; or

(b) the date the articles of conversion become effective.

(5) Articles of conversion under this section may be combined with any required conversion filing under the organic law of a domestic eligible entity that is the converting entity or converted entity if the combined filing satisfies the requirements of both the other organic law and this section.

(6) If the converting entity is a foreign eligible entity that is registered to do business in this state under a provision of law similar to part 15 of this chapter, its registration statement or other type of foreign qualification is canceled automatically on the effective date of its conversion.
Mont. Code Ann. § 35-10-508 — MT Code / Title 35 / Chapter 10 / Part 5 / Section 35-10-508
35-10-508 Partner's interest in partnership property not transferable
Status: in_force

35-10-508 . Partner's interest in partnership property not transferable. A partner is not a co-owner of partnership property and has no interest in partnership property that can be transferred either voluntarily or involuntarily.
Mont. Code Ann. § 35-8-108 — MT Code / Title 35 / Chapter 8 / Part 1 / Section 35-8-108
35-8-108 Registered name of foreign limited liability company -- registration renewal
Status: in_force

35-8-108 . Registered name of foreign limited liability company -- registration renewal. (1) A foreign limited liability company may register its name or its name with any addition required by 35-8-103 if the name is distinguishable from names that are not available under 35-8-103 (2).

(2) A foreign limited liability company shall register its name or its name with any addition required by 35-8-103 by delivering to the secretary of state for filing an application setting forth:

(a) its name or its name with any addition required by 35-8-103 ;

(b) the state, tribe, or country where it was organized;

(c) the date of its organization;

(d) a brief description of the nature of its business;

(e) a statement that the foreign limited liability company has complied with the organizational laws in the jurisdiction in which it is organized and that the foreign limited liability company exists in that jurisdiction; and

(f) if applicable, a statement that it has one or more series of members and whether the debts or liabilities of a series of members are enforceable against the assets of that series of members only and not against the assets of the company generally or another series of members.

(3) The name, if accepted by the secretary of state, is registered for the applicant's exclusive use as of the date the application is filed with the secretary of state.

(4) A foreign limited liability company may annually renew its registration for successive years by delivering to the secretary of state a renewal application that complies with the requirements of subsection (2). The renewal application must be received by the secretary of state for filing between October 1 and December 31 of the year preceding the year for which a renewal is sought. The renewal is effective until December 31 of the following year.

(5) A foreign limited liability company has the right to use its registered name until the registration of the name is canceled as a result of it consenting to the use of the registered name by another business entity authorized to do business in this state or until the foreign limited liability company applies for and receives a certificate of authority to transact business in this state or it organizes as a domestic limited liability company in this state. A foreign limited liability company receiving a certificate of authority to transact business in this state or that organizes as a domestic limited liability company may use the canceled registered name as its business name.
Mont. Code Ann. § 35-5-201 — MT Code / Title 35 / Chapter 5 / Part 2 / Section 35-5-201
35-5-201 Creating instrument -- filing -- consent of foreign business trust to laws and service of process
Status: in_force

35-5-201 . Creating instrument -- filing -- consent of foreign business trust to laws and service of process. (1) Any business trust seeking to transact business in this state shall file with the secretary of state:

(a) an executed copy of its articles, declarations of trust, or trust agreement by which the trust was created and all amendments or a true copy certified by a trustee of the trust before an official authorized to administer oaths or by a public official of another state, territory, tribe, or country in whose office an executed copy is on file. The true copy must be verified within 60 days before it is filed with the secretary of state.

(b) a verified list of the names, residences, and post-office addresses of its trustees;

(c) an affidavit setting forth its assumed business name, if any.

(2) A foreign business trust shall file a verified application in the office of the secretary of state as provided in the case of foreign corporations under 35-14-1503 and shall file a copy of its articles, declaration of trust, or trust agreement by which it was created, certified by the secretary of state, in the office of the county clerk of the county where its principal office or place of business in this state will be located. The foreign business trust shall also file, at the same time and in the same office, a certificate certifying that it has consented to all the license laws and other laws of the state of Montana relative to foreign corporations and has consented to be sued in the courts of this state, upon all causes of action arising against it in this state and that service of process may be made upon some person, a citizen of this state whose principal place of business is designated in the certificate. Service of process, when made upon the agent, is valid service on the business trust.
Mont. Code Ann. § 35-20-217 — MT Code / Title 35 / Chapter 20 / Part 2 / Section 35-20-217
35-20-217 Exemption from taxation and execution -- no road construction through cemetery
Status: in_force

35-20-217 . Exemption from taxation and execution -- no road construction through cemetery. The cemetery lands and property of any association formed pursuant to this chapter are exempt from all public taxes and assessments and not liable to be sold on execution or applied in payment of debts of any individual proprietors; but the proprietors of lots in such cemetery, their heirs or legal representatives may hold the same exempt therefrom so long as the same remain appropriated to the use of a cemetery, and during that time no street or road shall be laid through such cemetery or any part of the lands held by such association for the purpose aforesaid without the consent of the trustees of such association.
Mont. Code Ann. § 35-7-111 — MT Code / Title 35 / Chapter 7 / Part 1 / Section 35-7-111
35-7-111 Resignation of registered agent
Status: in_force

35-7-111 . Resignation of registered agent. (1) A registered agent may resign at any time with respect to a represented entity by filing with the secretary of state a statement of resignation signed by or on behalf of the agent that states:

(a) the name of the entity;

(b) the name of the agent;

(c) that the agent resigns from serving as agent for service of process for the entity; and

(d) the name and address of the person to which the agent will send the notice required by subsection (3).

(2) A statement of resignation takes effect on the earlier of the 31st day after the day on which it is filed or the appointment of a new registered agent for the represented entity.

(3) The registered agent shall promptly furnish the represented entity notice in a record of the date on which a statement of resignation was filed.

(4) When a statement of resignation takes effect, the registered agent ceases to have responsibility for any matter tendered to it as agent for the represented entity. A resignation under this section does not affect any contractual rights the entity has against the agent or that the agent has against the entity.

(5) A registered agent may resign with respect to a represented entity whether or not the entity is in good standing.
Mont. Code Ann. § 35-2-721 — MT Code / Title 35 / Chapter 2 / Part 7 / Section 35-2-721
35-2-721 Dissolution by directors, members, and third persons
Status: in_force

35-2-721 . Dissolution by directors, members, and third persons. (1) Unless this chapter, the articles, bylaws, or the board of directors or members, acting pursuant to subsection (1)(c), require a greater vote or voting by class, dissolution is authorized if it is approved:

(a) by the board;

(b) by the members, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less; and

(c) in writing, by any person or persons whose approval is required by a provision of the articles, as authorized by 35-2-232 , for an amendment to the articles or bylaws.

(2) If the corporation does not have members, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which approval is to be obtained in accordance with 35-2-429 (3). The notice must also state that the purpose or one of the purposes of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.

(3) The board may condition its submission of the proposed dissolution, and the members may condition their approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis.

(4) If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with 35-2-530 . The notice must state that the purpose or one of the purposes of the meeting is to consider dissolving the corporation and must contain or be accompanied by a copy or summary of the plan of dissolution.

(5) If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of the plan of dissolution.

(6) The plan of dissolution must indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.

(7) In addition to the requirements under this part, a domestic mutual insurer shall comply with the provisions of Title 33, chapter 3, part 6.
Mont. Code Ann. § 35-8-914 — MT Code / Title 35 / Chapter 8 / Part 9 / Section 35-8-914
35-8-914 Involuntary dissolution -- procedure
Status: in_force

35-8-914 . Involuntary dissolution -- procedure. (1) A limited liability company that is guilty of any of the actions or omissions described in 35-8-209 (1) is in default. By reason of the default, the limited liability company may be involuntarily dissolved by order of the secretary of state, thereby forfeiting its right to transact any business in this state.

(2) On or before September 1 of each year, the secretary of state shall compile a list of defaulting limited liability companies, together with the amount of any filing fee, penalty, or costs remaining unpaid.

(3) The secretary of state shall give notice to the defaulting limited liability companies by:

(a) delivering a letter addressed to the limited liability company in care of its registered agent or any director or officer; or

(b) publication of a general notice to all Montana limited liability companies once a month for 3 consecutive months in a newspaper of general circulation in Lewis and Clark County.

(4) The notice referred to in subsection (3) must specify the fact of the proposed dissolution and state that unless the grounds for dissolution described in 35-8-209 have been rectified within 90 days following the delivery or publication of notice:

(a) the secretary of state will dissolve the defaulting limited liability company;

(b) a defaulting limited liability company will forfeit the amount of any tax, penalty, or costs to the state of Montana; and

(c) a defaulting limited liability company will forfeit its right to carry on business within the state.

(5) After 90 days following delivery or publication of each notice, the secretary of state may, by order, dissolve a limited liability company that has not satisfied the requirements of applicable law and compile a full and complete list containing the names of all limited liability companies that have been so dissolved. The secretary of state shall immediately give notice to the dissolved limited liability companies as specified in subsection (3).

(6) In the case of involuntary dissolution, all the property and assets of a dissolved limited liability company must be held in trust by the members or managers of the limited liability company and the limited liability company may carry on business only as necessary to wind up and liquidate its business and affairs under 35-8-901 and to notify claimants under 35-8-908 and 35-8-909 .

(7) The administrative dissolution of a limited liability company does not terminate the authority of its registered agent for service of process.
Mont. Code Ann. § 35-1-1406 — MT Code / Title 35 / Chapter 1 / Part 14 / Section 35-1-1406
35-1-1406 Benefit corporation governance -- liability
Status: in_force

35-1-1406 . Benefit corporation governance -- liability. (1) A director of a public benefit corporation shall:

(a) perform the duties of a director in good faith and in a manner the director believes to be in the best interests of the benefit corporation; and

(b) conduct reasonable inquiry in the manner that a prudent person in a similar position would conduct under similar circumstances.

(2) In discharging their respective duties and in considering the best interests of the benefit corporation, the board of directors, committees of the board, and individual directors of a benefit corporation:

(a) shall consider the impacts of every action or proposed action on:

(i) the shareholders of the benefit corporation;

(ii) the employees and workforce of the benefit corporation and its subsidiaries and suppliers;

(iii) the interests of customers of the benefit corporation as beneficiaries of the general public benefit purpose or any specific public benefit purpose of the benefit corporation;

(iv) community and societal considerations, including those of a community in which offices or facilities of the benefit corporation or its subsidiaries or suppliers are located;

(v) the local and global environment;

(vi) the short-term and long-term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long-term plans and the possibility that the interests may be best served by retaining control of the benefit corporation rather than selling or transferring control to another person; and

(vii) the ability of the benefit corporation to accomplish its general public benefit purpose and any specific public benefit purpose;

(b) may consider:

(i) the resources, intent, and conduct, including past, stated, and potential conduct, of any person seeking to acquire control of the benefit corporation; and

(ii) any other pertinent factors or the interests of any other person or group; and

(c) are not required to give priority to any particular factor or the interests of any particular person or group referred to in this subsection (2) over any other factor or the interests of any other person or group unless the benefit corporation has stated its intention to give priority to a specific public benefit purpose identified in the articles of incorporation.

(3) In performing the duties of a director, a director may rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:

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

(b) counsel, independent accountants, or other persons as to matters that the director believes to be within those persons' professional or expert competence; or

(c) a committee of the board on which the director does not serve if the director believes the committee merits confidence and if the director acts in good faith and without knowledge that would cause the director's confidence in the committee to be unwarranted.

(4) A person who performs the duties of a director in accordance with this part is not liable for monetary damages for any alleged failure:

(a) to discharge the person's obligations as a director; or

(b) of the benefit corporation to pursue or create general public benefit or a specific public benefit.

(5) In addition to the limitations provided in subsection (4), the liability of a director for monetary damages may be eliminated or limited in a benefit corporation's articles of incorporation to the extent provided for in 35-14-202 (2)(d).

(6) A director does not have a duty to a person who is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.
Mont. Code Ann. § 35-14-740 — MT Code / Title 35 / Chapter 14 / Part 7 / Section 35-14-740
35-14-740 Definitions -- derivative proceedings
Status: in_force

35-14-740 . Definitions -- derivative proceedings. In 35-14-740 through 35-14-747 , the following definitions apply:

(1) "Derivative proceeding" means a civil suit in the right of a domestic corporation or, to the extent provided in 35-14-747 , in the right of a foreign corporation.

(2) "Shareholder" means a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner.
Mont. Code Ann. § 35-16-204 — MT Code / Title 35 / Chapter 16 / Part 2 / Section 35-16-204
35-16-204 Hearing of petition -- findings of court -- issuance of certificate of incorporation -- effect of issuance
Status: in_force

35-16-204 . Hearing of petition -- findings of court -- issuance of certificate of incorporation -- effect of issuance. (1) At the time specified in the notice of hearing, a district judge of the state of Montana shall in open court hear said petition and the evidence offered in support thereof and determine whether or not the requirements of this chapter have been complied with. If upon such hearing or adjournments thereof as the court may order, the court does find that the petition substantially complies with the requirements of this chapter and is true in all particulars, the court shall so find and in open court shall enter upon its minutes and upon said petition or attach thereto its findings and order to the effect that said petition complies with the requirements of this chapter and is true and correct in all particulars as therein set forth and its statements are supported by proper proof and that such corporation or district is entitled to be created and become a body corporate.

(2) A duly certified copy of which petition, with the court's order or any endorsements thereon, shall be filed with the secretary of state of the state of Montana who shall upon such filing issue a certificate of incorporation under the seal of the state of Montana. Duly certified copies of the petition, with the court's order or endorsements thereon, shall also be filed with the county clerk and recorder of each county in which said corporation or district shall thereafter own or hold property or have property-holding memberships.

(3) Upon the issuance of such certificate, every corporation or district organized hereunder is a quasi-public corporation for the promotion of public welfare, with all of the powers and authority of bodies corporate under the corporation laws of the state of Montana.
Mont. Code Ann. § 35-8-203 — MT Code / Title 35 / Chapter 8 / Part 2 / Section 35-8-203
35-8-203 Amendment of articles of organization -- restatement
Status: in_force

35-8-203 . Amendment of articles of organization -- restatement. (1) The articles of organization of a limited liability company are amended by filing articles of amendment with the secretary of state. The articles of amendment must set forth:

(a) the name of the limited liability company;

(b) the date the articles of organization were filed; and

(c) the amendment to the articles of organization.

(2) The articles of organization may be amended as desired, so long as the amended articles of organization contain only provisions that may be lawfully contained in articles of organization at the time of making the amendment.

(3) Articles of organization may be restated at any time. Restated articles of organization must be filed with the secretary of state, must be specifically designated as such in the heading, and must state either in the heading or in an introductory paragraph the limited liability company's present name and, if it has been changed, all of its former names and the date of the filing of its articles of organization. Restated articles of organization supersede the original articles of organization and any previous amendments to the original articles of organization.

(4) An amendment to the articles of organization of a limited liability company must be in the form and manner designated by the secretary of state.
Mont. Code Ann. § 35-2-227 — MT Code / Title 35 / Chapter 2 / Part 2 / Section 35-2-227
35-2-227 Amendment pursuant to judicial reorganization
Status: in_force

35-2-227 . Amendment pursuant to judicial reorganization. (1) A corporation's articles may be amended without board approval, approval by the members, or approval required pursuant to 35-2-232 if necessary to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles, after amendment, contain only provisions required or permitted by 35-2-213 .

(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. § 35-2-222 — MT Code / Title 35 / Chapter 2 / Part 2 / Section 35-2-222
35-2-222 Amendment by directors
Status: in_force

35-2-222 . Amendment by directors. (1) Unless the articles provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles without member approval:

(a) to extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;

(b) to delete the names and addresses of the initial directors;

(c) to change the information required by 35-7-105 (1);

(d) to change the corporate name by substituting the word "corporation", "incorporated", "company", "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd." for a similar word or abbreviation in the name or by adding, deleting, or changing a geographical attribution to the name; or

(e) to make any other change expressly permitted by this chapter to be made by action of the board of directors.

(2) If a corporation has no members, its incorporators, until directors have been chosen, and later its board of directors may adopt one or more amendments to the corporation's articles subject to any approval required pursuant to 35-2-232 . The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice must be in accordance with 35-2-429 (3). The notice must also state that the purpose or one of the purposes of the meeting is to consider a proposed amendment to the articles and must contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.
Mont. Code Ann. § 35-20-302 — MT Code / Title 35 / Chapter 20 / Part 3 / Section 35-20-302
35-20-302 Trustees of fund -- appointment by district court -- qualifications -- powers
Status: in_force

35-20-302 . Trustees of fund -- appointment by district court -- qualifications -- powers. (1) Whenever at least $100 has been received by a cemetery corporation or association, either from the sale of lots or from direct payments of the corporation or association toward a fund by lot owners or otherwise, the trustees of that association shall immediately make application to the judge of the district court for the judicial district in which the cemetery for which the trust fund exists for the appointment of a trustee or of a board of trustees of the fund. The judge shall appoint a trustee or a board of trustees from a list submitted by the trustees of the association. The trust fund trustee or board must consist of not less than one or more than five persons, the exact number to rest in the discretion of the trustees of the association.

(2) The trustee or the members of the board of trustees of the trust funds must be citizens and freeholders of the state of Montana during all the time they exercise the powers of the trust. Upon the election, appointment, and qualification of the trustees of the fund, all of the title to the funds included in the trust and all of the rights, powers, authorities, franchises, and trusts relating to the trust vest in the trustee or board. However, if any of those chosen and appointed as trustees fail to qualify within 30 days after their appointment, the rights, powers, authorities, franchises, and trusts vest in those who qualify. If any of those chosen and appointed fail to qualify within 30 days, a vacancy exists and the judge of the district court shall appoint a trustee to fill the vacancy from a list submitted by the trustees of the association.

(3) The board of trustees of the association may nominate any bank that is authorized to act as a trust company in Montana under state or federal law to be trustee of the trust fund. In that case, the district court shall appoint the nominee that shall serve without bond but is required to make all reports and discharge all the duties and obligations required of individual trustees.
Mont. Code Ann. § 35-8-1104 — MT Code / Title 35 / Chapter 8 / Part 11 / Section 35-8-1104
35-8-1104 Derivative actions -- proper plaintiff -- pleading -- expenses
Status: in_force

35-8-1104 . Derivative actions -- proper plaintiff -- pleading -- expenses. (1) A member of a limited liability company may maintain an action in the right of the company if the members or managers having authority to bring the action have refused to commence the action or an effort to cause those members or managers to commence the action is not likely to succeed.

(2) In a derivative action for a limited liability company, the plaintiff must be a member of the company when the action is commenced and:

(a) must have been a member at the time of the transaction of which the plaintiff complains; or

(b) the plaintiff's status as a member must have devolved upon the plaintiff by operation of law or pursuant to the terms of the operating agreement from a person who was a member at the time of the transaction.

(3) In a derivative action for a limited liability company, the complaint must set forth with particularity the effort of the plaintiff to secure initiation of the action by a member or manager or the reasons for not making the effort.

(4) If a derivative action for a limited liability company is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney fees, and shall direct the plaintiff to remit to the limited liability company the remainder of the proceeds received.
Mont. Code Ann. § 35-2-728 — MT Code / Title 35 / Chapter 2 / Part 7 / Section 35-2-728
35-2-728 Grounds for judicial dissolution
Status: in_force

35-2-728 . Grounds for judicial dissolution. (1) The district court may dissolve a corporation:

(a) in a proceeding by the attorney general if it is established that:

(i) the corporation obtained its articles of incorporation through fraud;

(ii) the corporation has continued to exceed or abuse the authority conferred upon it by law;

(iii) the corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or

(iv) the corporation is a public benefit corporation and is no longer able to carry out its purposes;

(b) in a proceeding by 50 members or members holding 5% of the voting power, whichever is less, or by a director or any person specified in the articles, except as provided in the articles or bylaws of a religious corporation, if it is established that:

(i) the directors are deadlocked in the management of the corporate affairs and the members, if any, are unable to breach the deadlock;

(ii) the directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;

(iii) the members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have or would otherwise have expired;

(iv) the corporate assets are being misapplied or wasted; or

(v) the corporation is a public benefit corporation or religious corporation and is no longer able to carry out its purposes;

(c) in a proceeding by a creditor if it is established that:

(i) the creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or

(ii) the corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or

(d) in a proceeding by the corporation to have its voluntary dissolution continued under court supervision.

(2) Prior to dissolving a corporation, the court shall consider whether:

(a) there are reasonable alternatives to dissolution;

(b) dissolution is in the public interest, if the corporation is a public benefit corporation; and

(c) dissolution is the best way of protecting the interests of members if the corporation is a mutual benefit corporation.
Mont. Code Ann. § 35-4-503 — MT Code / Title 35 / Chapter 4 / Part 5 / Section 35-4-503
35-4-503 Involuntary dissolution
Status: in_force

35-4-503 . Involuntary dissolution. A professional corporation may be dissolved involuntarily as provided in 35-14-1420 through 35-14-1423 .
Mont. Code Ann. § 35-15-103 — MT Code / Title 35 / Chapter 15 / Part 1 / Section 35-15-103
35-15-103 Powers
Status: in_force

35-15-103 . Powers. (1) Associations formed under this chapter are bodies corporate and politic for the period for which they are organized, which may be of perpetual duration.

(2) An association formed under this chapter may:

(a) sue and be sued;

(b) have a common seal that the association may alter or renew at pleasure;

(c) own, possess, and enjoy real and personal property necessary for the transaction of business and sell and dispose of the property; and

(d) borrow money and pledge property, both real and personal, to secure the payment of any borrowed money.

(3) Associations formed under this chapter have all powers necessary to carry into effect the objects for which the associations may be formed, including those powers usually exercised by cooperative associations, subject to all duties, restrictions, and liabilities set forth in the general laws relating to similar corporations that are not limited or enlarged by this chapter.
Mont. Code Ann. § 35-14-728 — MT Code / Title 35 / Chapter 14 / Part 7 / Section 35-14-728
35-14-728 Voting for directors -- cumulative voting
Status: in_force

35-14-728 . Voting for directors -- cumulative voting. (1) Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

(2) Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation provide for that right.

(3) A statement included in the articles of incorporation that "[all] [a designated voting group of] shareholders are entitled to cumulate their votes for directors" or words of similar meaning means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and to cast the product for a single candidate or distribute the product among two or more candidates.

(4) Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless:

(a) the meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or

(b) a shareholder who has the right to cumulate the shareholder's votes gives notice to the corporation not less than 48 hours before the time set for the meeting of the shareholder's intent to cumulate votes during the meeting. If one shareholder gives this notice, all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.
Mont. Code Ann. § 35-2-232 — MT Code / Title 35 / Chapter 2 / Part 2 / Section 35-2-232
35-2-232 Approval by third persons
Status: in_force

35-2-232 . Approval by third persons. The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article provision may only be amended with the approval in writing of the person or persons.
Mont. Code Ann. § 35-2-730 — MT Code / Title 35 / Chapter 2 / Part 7 / Section 35-2-730
35-2-730 Receivership or custodianship
Status: in_force

35-2-730 . Receivership or custodianship. (1) A court in a judicial proceeding brought to dissolve a public benefit corporation or mutual benefit corporation may appoint one or more receivers to wind up and liquidate the affairs of the corporation or one or more custodians to manage the affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property, wherever located.

(2) The court may appoint, as a receiver or custodian, an individual authorized to transact business in this state or a domestic or foreign business or nonprofit corporation authorized to transact business in this state. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.

(3) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:

(a) the receiver:

(i) may, if authorized by the court, dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, subject to any trust and other restrictions that would be applicable to the corporation; and

(ii) may sue and defend in the receiver's or custodian's name as receiver or custodian of the corporation in all courts of this state; and

(b) the custodian may exercise all the powers of the corporation through or in place of its board of directors or officers to the extent necessary to manage the affairs of the corporation in the best interests of its members and creditors.

(4) The court during a receivership may redesignate the receiver a custodian and during a custodianship may redesignate the custodian a receiver if doing so is in the best interests of the corporation, its members, and its creditors.

(5) From time to time during the receivership or custodianship, the court may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver or custodian's counsel from the assets of the corporation or proceeds from the sale of the assets.
Mont. Code Ann. § 35-8-601 — MT Code / Title 35 / Chapter 8 / Part 6 / Section 35-8-601
35-8-601 Sharing of distributions
Status: in_force

35-8-601 . Sharing of distributions. Except as provided in 35-8-905 , distributions of cash or other assets of a limited liability company must be shared among the members and among classes of members in the manner provided in writing in the articles of organization or the operating agreement. If the articles of organization or the operating agreement does not so provide in writing, each member shall share equally in any distribution. A member is entitled to receive distributions described in this section from a limited liability company to the extent and at the times or upon the happening of the events specified in the articles of organization or the operating agreement or at the times determined by the members or managers pursuant to 35-8-307 (3)(f).
Mont. Code Ann. § 35-14-747 — MT Code / Title 35 / Chapter 14 / Part 7 / Section 35-14-747
35-14-747 Applicability to foreign corporations
Status: in_force

35-14-747 . Applicability to foreign corporations. In any derivative proceeding in the right of a foreign corporation, the matters covered by 35-14-740 through 35-14-747 are governed by the laws of the jurisdiction of incorporation of the foreign corporation except 35-14-743 , 35-14-745 , and 35-14-746 .
Mont. Code Ann. § 35-14-932 — MT Code / Title 35 / Chapter 14 / Part 9 / Section 35-14-932
35-14-932 Action on plan of conversion
Status: in_force

35-14-932 . Action on plan of conversion. In the case of a conversion of a domestic corporation to a domestic or foreign eligible entity, the plan of conversion must be adopted in the following manner:

(1) The plan of conversion must first be adopted by the board of directors.

(2) (a) The plan of conversion must then be approved by the shareholders. In submitting the plan of conversion to the shareholders for their approval, the board of directors shall recommend that the shareholders approve the plan 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 of directors shall inform the shareholders of the basis for its determination.

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

(4) If the approval of the shareholders 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 plan of conversion 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 plan of conversion and must contain or be accompanied by a copy or summary of the plan. The notice must include or be accompanied by a copy of the organic rules of the converted entity, which must be in writing as they will be in effect immediately after the conversion.

(5) Unless the articles of incorporation or the board of directors acting pursuant to subsection (3) requires a greater vote or a lesser vote, approval of the plan of conversion requires the approval of a majority of the votes entitled to be cast on the plan and, if any class or series of shares is entitled to vote as a separate group on the plan, the approval of a majority of the votes entitled to be cast on the plan 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) If as a result of the conversion one or more shareholders of the converting domestic corporation would become subject to interest holder liability, approval of the plan of conversion must require the signing in connection with the transaction, by each affected shareholder, of a separate written consent to become subject to the interest holder liability.
Mont. Code Ann. § 35-2-114 — MT Code / Title 35 / Chapter 2 / Part 1 / Section 35-2-114
35-2-114 Definitions
Status: in_force

35-2-114 . Definitions. As used in this chapter, the following definitions apply:

(1) "Approved by the members" means approved and ratified by the affirmative vote:

(a) of a majority of the votes represented and voting:

(i) at a meeting at which a quorum is present and the affirmative votes constitute a majority of the required quorum;

(ii) by a written ballot or written consent in conformity with this chapter; or

(iii) by the affirmative vote, written ballot, or written consent of the majority; and

(b) that includes the votes of all the members of any class, unit, or grouping that may be required by the articles, bylaws, or this chapter for any specified member action.

(2) "Articles of incorporation" or "articles" include amended and restated articles of incorporation and articles of merger.

(3) "Authenticated electronic identification" includes any e-mail address or other electronic identification designated by a user, including a corporation, for electronic communications.

(4) "Board" or "board of directors" means the board of directors except that a person or group of persons is not the board of directors because of powers delegated to that person or group pursuant to 35-2-414 .

(5) "Bylaws" means the code, codes, or rules, other than the articles, adopted pursuant to this chapter for the regulation or management of the affairs of the corporation, regardless of the name or names by which the code, codes, or rules are designated.

(6) "Class" refers to a group of memberships that have the same rights with respect to voting, dissolution, redemption, and transfer. For the purpose of this section, rights must be considered the same if they are determined by a formula applied uniformly.

(7) "Corporation" means a public benefit corporation, mutual benefit corporation, or religious corporation.

(8) "Delegates" means those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters.

(9) "Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and electronic transmission, except that delivery to the secretary of state means actual receipt in a manner authorized by the secretary of state.

(10) "Directors" means individuals:

(a) designated in the articles or bylaws or elected by the incorporators and their successors; and

(b) elected or appointed by any other name or title to act as members of the board.

(11) "Distribution" means the payment of a dividend or any part of the income or profit of a corporation to its members, directors, or officers.

(12) "Domestic corporation" means a corporation.

(13) "Effective date of notice" has the meaning provided in 35-2-115 (5).

(14) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.

(15) "Employee" does not include an officer or director who is not otherwise employed by the corporation.

(16) "Entity" includes:

(a) a corporation and foreign corporation;

(b) a business corporation and foreign business corporation;

(c) a profit and nonprofit unincorporated association;

(d) a corporation sole;

(e) a business trust, an estate, a partnership, a trust, and two or more persons having a joint or common economic interest; and

(f) a state, the United States, and a foreign government.

(17) "External communications" includes any communication with the secretary of state, the attorney general, a state, or the United States.

(18) "File", "filed", or "filing" means filed in the office of the secretary of state.

(19) "Foreign corporation" means a corporation that is organized under a law other than the law of this state, including the laws of a federally recognized Indian tribe, and that would be a nonprofit corporation if formed under the laws of this state.

(20) "Governmental subdivision" includes an authority, county, district, and municipality.

(21) "Includes" denotes a partial definition.

(22) "Individual" includes the estate of an incompetent individual.

(23) "Internal communications" includes any notice, vote, written consent, written ballot, demand, record, member list, corporate record, or any other communication between members, directors, delegates, proxies, third persons under 35-2-232 , or the corporate secretary.

(24) "Means" denotes a complete definition.

(25) (a) "Member" means, without regard to what a person is called in the articles or bylaws, a person or persons who, on more than one occasion and pursuant to a provision of a corporation's articles or bylaws, have the right to vote for the election of a director or directors.

(b) A person is not a member by virtue of any of the following:

(i) any rights the person has as a delegate;

(ii) any rights the person has to designate a director or directors; or

(iii) any rights the person has as a director.

(26) "Membership" refers to the rights and obligations a member or members have pursuant to a corporation's articles, bylaws, and this chapter.

(27) "Mutual benefit corporation" means a domestic corporation designated as a mutual benefit corporation.

(28) "Notice" means that term as described in 35-2-115 .

(29) "Person" includes any individual or entity.

(30) "Principal office" means the office, in the state or out of the state, that is designated in the annual report filed pursuant to 35-2-904 as the place where the principal office of a domestic or foreign corporation is located.

(31) "Present" or "presence" includes any form of electronic, virtual, or digital presence authorized by a corporation's articles or bylaws.

(32) "Proceeding" includes a civil suit and a criminal, administrative, and investigatory action.

(33) "Public benefit corporation" means a domestic corporation designated as a public benefit corporation.

(34) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(35) "Record date" means the date established under part 5 on which a corporation determines the identity of its members for the purposes of this chapter.

(36) "Religious corporation" means a domestic corporation designated as a religious corporation.

(37) "Remote communication" includes communication made by conference telephone call, internet, electronic, remote technology, or similar communication through which all participants in the meeting have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions, and make comments.

(38) "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under 35-2-439 (2) for custody of the minutes of the directors' and members' meetings and for authenticating the records of the corporation.

(39) "Sign" or "signed" means, with present intent to authenticate or adopt a record:

(a) to execute or adopt a tangible symbol; or

(b) to attach to or logically associate with the record an electronic sound, symbol, or process.

(40) "State", when referring to a part of the United States, includes:

(a) a state and commonwealth and their agencies and governmental subdivisions; and

(b) a territory and insular possession, their agencies, and governmental subdivisions of the United States.

(41) "United States" includes a district, an authority, a bureau, a commission, a department, and any other agency of the United States.

(42) "Vote" or "voting" includes but is not limited to the giving of consent in the form of a record provided electronically or by written ballot and written consent.

(43) (a) "Voting power" means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made.

(b) The term excludes a vote that is contingent upon the happening of a condition or event that has not occurred at the time.

(c) When a class is entitled to vote as a class for directors, the determination of voting power of the class must be based on the percentage of the number of directors the class is entitled to elect out of the total number of authorized directors.

(44) "Written" or "in writing" means:

(a) with respect to internal communications, any record in tangible or electronic form or any form allowed under Title 30, chapter 18, part 1; and

(b) with respect to external communications, tangible records or any form authorized by the external party.
Mont. Code Ann. § 35-12-811 — MT Code / Title 35 / Chapter 12 / Part 8 / Section 35-12-811
35-12-811 General standards of general partner's conduct
Status: in_force

35-12-811 . General standards of general partner's conduct. (1) The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care under subsections (2) and (3).

(2) A general partner's duty of loyalty to the limited partnership and the other partners is limited to the following:

(a) to account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct and winding up of the limited partnership's activities or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity;

(b) to refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership's activities as or on behalf of a party having an interest adverse to the limited partnership; and

(c) to refrain from competing with the limited partnership in the conduct or winding up of the limited partnership's activities.

(3) A general partner's duty of care to the limited partnership and the other partners in the conduct and winding up of the limited partnership's activities is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.

(4) A general partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.

(5) A general partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the general partner's conduct furthers the general partner's own interest.
Mont. Code Ann. § 35-12-1307 — MT Code / Title 35 / Chapter 12 / Part 13 / Section 35-12-1307
35-12-1307 Cancellation of certificate of authority -- effect of failure to have certificate
Status: in_force

35-12-1307 . Cancellation of certificate of authority -- effect of failure to have certificate. (1) In order to cancel its certificate of authority to transact business in this state, a foreign limited partnership shall deliver to the secretary of state for filing a notice of cancellation. The certificate is canceled when the notice becomes effective under 35-12-614 .

(2) A foreign limited partnership transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.

(3) The failure of a foreign limited partnership to have a certificate of authority to transact business in in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action or proceeding in this state.

(4) A partner of a foreign limited partnership is not liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership's having transacted business in this state without a certificate of authority.

(5) If a foreign limited partnership transacts business in this state without a certificate of authority or cancels its certificate of authority, it appoints the secretary of state as its agent for service of process for rights of action arising out of the transaction of business in this state.
Mont. Code Ann. § 35-12-705 — MT Code / Title 35 / Chapter 12 / Part 7 / Section 35-12-705
35-12-705 Right of limited partner and former limited partner to information
Status: in_force

35-12-705 . Right of limited partner and former limited partner to information. (1) On 10 days' demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partnership's principal office. The limited partner need not have any particular purpose for seeking the information.

(2) During regular business hours and at a reasonable location specified by the limited partnership, a limited partner may obtain from the limited partnership and inspect and copy true and full information regarding the state of the activities and financial condition of the limited partnership and other information regarding the activities of the limited partnership as is just and reasonable if:

(a) the limited partner seeks the information for a purpose reasonably related to the partner's interest as a limited partner;

(b) the limited partner makes a demand in a record received by the limited partnership, describing with reasonable particularity the information sought and the purpose for seeking the information; and

(c) the information sought is directly connected to the limited partner's purpose.

(3) Within 10 days after receiving a demand pursuant to subsection (2), the limited partnership in a record shall inform the limited partner that made the demand:

(a) the information that the limited partnership will provide in response to the demand;

(b) when and where the limited partnership will provide the information; and

(c) if the limited partnership declines to provide any demanded information, the limited partnership's reasons for declining.

(4) Subject to subsection (6), a person dissociated as a limited partner may inspect and copy required information during regular business hours in the limited partnership's principal office if:

(a) the information pertains to the period during which the person was a limited partner;

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

(c) the person meets the requirements of subsection (2).

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

(6) If a limited partner dies, 35-12-1105 applies.

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

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

(9) Whenever this chapter or a partnership agreement provides for a limited partner to give or withhold consent to a matter, before the consent is given or withheld, the limited partnership shall, without demand, provide the limited partner with all information material to the limited partner's decision that the limited partnership knows.

(10) A limited partner or person dissociated as a limited partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection (7) or by the partnership agreement applies both to the attorney or other agent and to the limited partner or person dissociated as a limited partner.

(11) The rights stated in this section do not extend to a person as transferee, but may be exercised by the legal representative of an individual under legal disability who is a limited partner or person dissociated as a limited partner.
Mont. Code Ann. § 35-8-307 — MT Code / Title 35 / Chapter 8 / Part 3 / Section 35-8-307
35-8-307 Management and voting
Status: in_force

35-8-307 . Management and voting. (1) Unless the articles of organization or the operating agreement provide otherwise, in a member-managed company:

(a) each member has equal rights in the management and conduct of the company's business; and

(b) except as provided in subsection (3), any matter relating to the business of the company may be decided by a majority of the members.

(2) Unless the articles of organization or the operating agreement provide otherwise, in a manager-managed company:

(a) each manager has equal rights in the management and conduct of the company's business;

(b) except as provided in subsection (3), any matter relating to the business of the company may be exclusively decided by the manager or, if there is more than one manager, by a majority of the managers; and

(c) a manager:

(i) must be designated, appointed, elected, removed, or replaced by a vote, approval, or consent of a majority of the members; and

(ii) holds office until a successor has been elected and qualified, unless the manager sooner resigns or is removed.

(3) Unless the articles of organization or the operating agreement provide otherwise, the only matters of a member-managed or manager-managed company's business requiring the consent of all of the members are:

(a) the amendment of the operating agreement under 35-8-109 ;

(b) the authorization or ratification of acts or transactions under 35-8-109 that would otherwise violate the duty of loyalty;

(c) an amendment to the articles of organization under 35-8-203 ;

(d) the compromise of an obligation to make a contribution under 35-8-502 ;

(e) the compromise, as among members, of an obligation to make a contribution or return money or other property paid or distributed in violation of this chapter;

(f) the making of interim distributions under 35-8-601 , including the redemption or repurchase of an interest;

(g) the admission of a new member;

(h) the use of the company's property to redeem an interest subject to a charging order;

(i) the consent to dissolve the company under 35-8-901 ;

(j) a waiver of the right to have the company's business wound up and the company terminated under 35-8-901 ;

(k) the consent of members to merge with another entity under 35-8-1201 ; and

(l) the sale, lease, exchange, or other disposal of all, or substantially all, of the company's property with or without goodwill.

(4) Unless the articles of organization or the operating agreement provide otherwise, the management of a series of members is vested in the members associated with the series in proportion to their contribution to the capital of the series as adjusted from time to time to reflect properly any additional contributions or withdrawals from the assets or income of the series by the members associated with the series.

(5) Action requiring the consent of members or managers under this chapter may be taken without a meeting.

(6) A member or manager may appoint a proxy to vote or otherwise act for the member or manager by signing an appointment instrument, either personally or by the member's or manager's attorney-in-fact.

(7) (a) The articles of organization or operating agreement of a limited liability company may:

(i) create one or more series of members; or

(ii) vest authority in one or more members or managers of the company or in other persons to create one or more series of members that may include, without limitation, rights, powers, and duties senior to any existing series of members.

(b) The articles of organization or operating agreement may provide that any member associated with a series of members has no voting rights or has voting rights that differ from other members or other series of members.

(c) A series of members may have separate powers, rights, or duties with respect to specified property or obligations of the company or profits and losses associated with specified property or obligations, and any series of members may have a separate business purpose or investment objective.
Mont. Code Ann. § 35-15-402 — MT Code / Title 35 / Chapter 15 / Part 4 / Section 35-15-402
35-15-402 Forfeiture of stock for nonpayment -- reissuance
Status: in_force

35-15-402 . Forfeiture of stock for nonpayment -- reissuance. Forfeiture of the stock for nonpayment of installments may be provided for in the bylaws, and whenever a share of stock is forfeited, such share shall become the property of the association and may be reissued to any person already a holder of common stock; but any proceeds received by the association from such reissue, over and above the amount due on said share, shall be paid to the delinquent shareholder.
Mont. Code Ann. § 35-14-821 — MT Code / Title 35 / Chapter 14 / Part 8 / Section 35-14-821
35-14-821 Action without meeting
Status: in_force

35-14-821 . Action without meeting. (1) Except to the extent that the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation.

(2) Action taken under this section is the act of the board of directors when one or more consents signed by all the directors are delivered to the corporation. The consent may specify a later time as the time at which the action taken is to be effective. A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation before delivery to the corporation of unrevoked written consents signed by all the directors.

(3) A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described in that manner in any document.
Mont. Code Ann. § 35-12-620 — MT Code / Title 35 / Chapter 12 / Part 6 / Section 35-12-620
35-12-620 Reinstatement following cancellation for failure to renew
Status: in_force

35-12-620 . Reinstatement following cancellation for failure to renew. (1) If a certificate of limited partnership was canceled under 35-12-610 for failure to renew, an application for reinstatement of the original certificate may be made to the secretary of state within 5 years after the effective date of the cancellation.

(2) The application must:

(a) state the name of the limited partnership and the date its certificate of limited partnership was canceled;

(b) state that the limited partnership's name satisfies the requirements of 35-12-505 ; and

(c) include the information required in 35-12-601 .

(3) If the secretary of state determines that the information provided is sufficient and correct, the secretary of state shall reinstate the certificate of limited partnership and send confirmation to the limited partnership.

(4) When reinstated under this section, the certificate of limited partnership becomes effective as if it had not been canceled.
Mont. Code Ann. § 35-14-904 — MT Code / Title 35 / Chapter 14 / Part 9 / Section 35-14-904
35-14-904 Relationship to other laws
Status: in_force

35-14-904 . Relationship to other laws. A transaction effected under this part does not create or impair a right, duty, or obligation of a person under the laws of this state other than this part relating to a change in control, business combination, control-share acquisition, or a similar transaction involving a domesticating or converting domestic corporation unless the approval of the plan of domestication or conversion is by a vote of the shareholders or the board of directors that would be sufficient to create or impair the right, duty, or obligation directly under that law.
Mont. Code Ann. § 35-15-206 — MT Code / Title 35 / Chapter 15 / Part 2 / Section 35-15-206
35-15-206 Bylaws
Status: in_force

35-15-206 . Bylaws. All bylaws shall be adopted by the stockholders of the association and may be amended at a meeting of the stockholders by a majority of those stockholders voting thereon or as otherwise provided in the bylaws. Amendments of the bylaws shall be fully effective upon adoption as provided herein and need not be filed in the office of the secretary of state or county clerk.
Mont. Code Ann. § 35-14-1104 — MT Code / Title 35 / Chapter 14 / Part 11 / Section 35-14-1104
35-14-1104 Action on plan of merger or share exchange
Status: in_force

35-14-1104 . Action on plan of merger or share exchange. In the case of a domestic corporation that is a party to a merger or the acquired entity in a share exchange, the plan of merger or share exchange must be adopted in the following manner:

(1) The plan of merger or share exchange must first be adopted by the board of directors.

(2) (a) Except as provided in 35-14-1105 and in subsections (8), (10), and (12) of this section, the plan of merger or share exchange must then be approved by the shareholders. In submitting the plan of merger or share exchange to the shareholders for approval, the board of directors shall recommend that the shareholders approve the plan or, in the case of an offer referred to in subsection (10)(b), that the shareholders tender their shares to the offeror in response to the offer unless:

(i) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a 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 of the plan of merger or share exchange by the shareholders or for the effectiveness of the plan of merger or share exchange.

(4) If the plan of merger or share exchange is required to be approved by the shareholders 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 plan 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 plan and must contain or be accompanied by a copy or summary of the plan. If the corporation is to be merged into an existing foreign or domestic corporation or eligible entity, the notice must also include or be accompanied by a copy or summary of the articles of incorporation and bylaws or the organic rules of that corporation or eligible entity. If the corporation is to be merged with a domestic or foreign corporation or eligible entity and a new domestic or foreign corporation or eligible entity is to be created pursuant to the merger, the notice must include or be accompanied by a copy or summary of the articles of incorporation and bylaws or the organic rules of the new corporation or eligible entity.

(5) Unless the articles of incorporation require a greater vote or a lesser vote, approval of the plan of merger or share exchange requires the approval of a majority of the votes entitled to be cast on the plan and, if any class or series of shares is entitled to vote as a separate group on the plan of merger or share exchange, the approval of a majority of the votes entitled to be cast on the merger or share exchange 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) Subject to subsection (7), separate voting by voting groups is required:

(a) on a plan of merger, by each class or series of shares that:

(i) are to be converted under the plan of merger into shares, other securities, eligible interests, obligations, rights to acquire shares or other securities or eligible interests, cash, other property, or any combination; or

(ii) are entitled to vote as a separate group on a provision in the plan that constitutes a proposed amendment to the articles of incorporation of a surviving corporation that requires action by separate voting groups under 35-14-1004 ;

(b) on a plan of share exchange, by each class or series of shares included in the exchange, with each class or series constituting a separate voting group; and

(c) on a plan of merger or share exchange, if the voting group is entitled under the articles of incorporation to vote as a voting group to approve a plan of merger or share exchange, respectively.

(7) The articles of incorporation may expressly limit or eliminate the separate voting rights provided in subsections (6)(a)(i) and (6)(b) as to any class or series of shares, except when the plan of merger or share exchange:

(a) includes what is or would be in effect an amendment subject to subsection (6)(a)(ii); and

(b) will not effect a substantive business combination.

(8) Unless the articles of incorporation provide otherwise, approval by the corporation's shareholders of a plan of merger is not required if:

(a) the corporation will survive the merger;

(b) except for amendments permitted by 35-14-1005 , its articles of incorporation will not be changed;

(c) each shareholder of the corporation whose shares were outstanding immediately before the effective date of the merger or share exchange will hold the same number of shares, with identical preferences, rights, and limitations, immediately after the effective date of the merger; and

(d) the issuance in the merger of shares or other securities convertible into or rights exercisable for shares does not require a vote under 35-14-621 (6).

(9) If as a result of a merger or share exchange one or more shareholders of a domestic corporation would become subject to new interest holder liability, approval of the plan of merger or share exchange requires the signing in connection with the transaction, by each affected shareholder, of a separate written consent to become subject to the new interest holder liability unless, in the case of a shareholder that already has interest holder liability with respect to the domestic corporation:

(a) the new interest holder liability is with respect to a domestic or foreign corporation, which may be a different or the same domestic corporation in which the person is a shareholder; and

(b) the terms and conditions of the new interest holder liability are substantially identical to those of the existing interest holder liability, other than changes that eliminate or reduce interest holder liability.

(10) Unless the articles of incorporation provide otherwise, approval by the shareholders of a plan of merger or share exchange is not required if:

(a) the plan of merger or share exchange expressly:

(i) permits or requires the merger or share exchange to be effected under this subsection (10); and

(ii) provides that if the merger or share exchange is to be effected under this subsection (10), the merger or share exchange will be effected as soon as practicable following the satisfaction of the requirement set forth in subsection (10)(f);

(b) another party to the merger, the acquiring entity in the share exchange, or a parent of another party to the merger or the acquiring entity in the share exchange makes an offer to purchase on the terms provided in the plan of merger or share exchange any and all of the outstanding shares of the corporation that, absent this subsection (10)(b), would be entitled to vote on the plan of merger or share exchange, except that the offer may exclude shares of the corporation that are owned at the commencement of the offer by the corporation, the offeror, or any parent of the offeror or by any wholly owned subsidiary of any of them;

(c) the offer discloses that the plan of merger or share exchange provides that the merger or share exchange will be effected as soon as practicable following the satisfaction of the requirement set forth in subsection (10)(f) and that the shares of the corporation that are not tendered in response to the offer will be treated as set forth in subsection (10)(h);

(d) the offer remains open for at least 10 days;

(e) the offeror purchases all shares properly tendered in response to the offer and not properly withdrawn;

(f) the following shares are collectively entitled to cast at least the minimum number of votes on the merger or share exchange that, absent this subsection (10)(f), would be required by this part and by the articles of incorporation for the approval of the merger or share exchange by the shareholders and by any other voting group entitled to vote on the merger or share exchange at a meeting at which all shares entitled to vote on the approval were present and voted:

(i) shares purchased by the offeror in accordance with the offer;

(ii) shares otherwise owned by the offeror or by any parent of the offeror or any wholly owned subsidiary of any of them; and

(iii) shares subject to an agreement that they are to be transferred, contributed, or delivered to the offeror, any parent of the offeror, or any wholly owned subsidiary of any of them in exchange for shares or eligible interests in the offeror, parent, or subsidiary;

(g) the offeror or a wholly owned subsidiary of the offeror merges with or into, or effects a share exchange in which it acquires shares of, the corporation; and

(h) each outstanding share of each class or series of shares of the corporation that the offeror is offering to purchase in accordance with the offer and that is not purchased in accordance with the offer is to be converted in the merger into or into the right to receive, or is to be exchanged in the share exchange for or for the right to receive, the same amount and kind of securities, eligible interests, obligations, rights, cash, or other property to be paid or exchanged in accordance with the offer for each share of that class or series of shares that is tendered in response to the offer, except that shares of the corporation that are owned by the corporation or that are described in subsection (10)(f)(ii) or (10)(f)(iii) need not be converted into or exchanged for the consideration described in this subsection (10)(h).

(11) As used in subsection (10):

(a) "offer" means the offer referred to in subsection (10)(b);

(b) "offeror" means the person making the offer;

(c) "parent" of an entity means a person that owns directly, or indirectly through one or more wholly owned subsidiaries, all of the outstanding shares of or eligible interests in that entity;

(d) shares tendered in response to the offer are considered to have been "purchased" in accordance with the offer at the earliest time that:

(i) the offeror has irrevocably accepted those shares for payment; and

(ii) either:

(A) in the case of shares represented by certificates, the offeror or the offeror's designated depository or other agent has physically received the certificates representing those shares; or

(B) in the case of shares without certificates, those shares have been transferred into the account of the offeror or its designated depository or other agent or an agent's message relating to those shares has been received by the offeror or its designated depository or other agent; and

(e) "wholly owned subsidiary" of a person means an entity of which or in which that person owns directly, or indirectly through one or more wholly owned subsidiaries, all of the outstanding shares or eligible interests.

(12) Unless the articles of incorporation provide otherwise:

(a) approval of a plan of share exchange by the shareholders of a domestic corporation is not required if the corporation is the acquiring entity in the share exchange; and

(b) shares not to be exchanged under the plan of share exchange are not entitled to vote on the plan.
Mont. Code Ann. § 35-8-1201 — MT Code / Title 35 / Chapter 8 / Part 12 / Section 35-8-1201
35-8-1201 Merger
Status: in_force

35-8-1201 . Merger. (1) Pursuant to a plan of merger approved under subsection (3), a domestic limited liability company may merge with or into one or more limited liability companies, foreign limited liability companies, partnerships, foreign partnerships, limited partnerships, foreign limited partnerships, or other domestic or foreign entities. In the case of a merger with a foreign business entity, the merger must be permitted by the laws of the jurisdiction in which the foreign entity is incorporated or organized.

(2) A plan of merger must set forth:

(a) the name of each entity that is a party to the merger;

(b) the name of the surviving entity into which the other entities will merge;

(c) the type of organization of the surviving entity;

(d) the terms and conditions of the merger;

(e) the manner and basis for converting the interests of each party to the merger into interests or obligations of the surviving entity or into money or other property, in whole or in part; and

(f) the street address of the surviving entity's principal place of business.

(3) A plan of merger must be approved:

(a) in the case of a limited liability company that is a party to the merger, by all of the members or by a number or percentage of members specified in the operating agreement;

(b) in the case of a foreign limited liability company that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the foreign limited liability company is organized;

(c) in the case of a domestic partnership or domestic limited partnership that is a party to the merger, by the vote required for approval of a conversion under 35-8-1210 (2); and

(d) in the case of any other entities that are parties to the merger, by the vote required for approval of a merger by the law of this state or of the state or foreign jurisdiction in which the entity is organized and, in the absence of any requirement, by all the owners of interests in the entity.

(4) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.

(5) The merger is effective upon the filing of the articles of merger with the secretary of state or at a later date as the articles may provide.
Mont. Code Ann. § 35-12-1107 — MT Code / Title 35 / Chapter 12 / Part 11 / Section 35-12-1107
35-12-1107 Transfer of partner's transferable interest
Status: in_force

35-12-1107 . Transfer of partner's transferable interest. (1) A transfer, in whole or in part, of a partner's transferable interest:

(a) is permissible;

(b) does not by itself cause the partner's dissociation or a dissolution and winding up of the limited partnership's activities; and

(c) does not, as against the other partners or the limited partnership, entitle the transferee to participate in the management or conduct of the limited partnership's activities, to require access to information concerning the limited partnership's transactions except as otherwise provided in subsection (3), or to inspect or copy the required information or the limited partnership's other records.

(2) A transferee has a right to receive, in accordance with the transfer:

(a) distributions to which the transferor would otherwise be entitled; and

(b) upon the dissolution and winding up of the limited partnership's activities the net amount otherwise distributable to the transferor.

(3) In a dissolution and winding up, a transferee is entitled to an account of the limited partnership's transactions only from the date of dissolution.

(4) Upon transfer, the transferor retains the rights of a partner other than the interest in distributions transferred and retains all duties and obligations of a partner.

(5) A limited partnership need not give effect to a transferee's rights under this section until the limited partnership has notice of the transfer.

(6) A transfer of a partner's transferable interest in the limited partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.

(7) A transferee that becomes a partner with respect to a transferable interest is liable for the transferor's obligations under 35-12-902 and 35-12-1011 . However, the transferee is not obligated for liabilities unknown to the transferee at the time the transferee became a partner.
Mont. Code Ann. § 35-2-129 — MT Code / Title 35 / Chapter 2 / Part 1 / Section 35-2-129
35-2-129 Limit on nonprofit corporation requirements
Status: in_force

35-2-129 . Limit on nonprofit corporation requirements. (1) Except as provided in subsection (2), a state agency or state official may not impose any annual filing or reporting requirements on any nonprofit corporation with tax-exempt status pursuant to 26 U.S.C. 501(c)(3), as of February 21, 2023, that are more stringent, restrictive, or expansive than the requirements authorized under Montana law.

(2) Subsection (1) does not apply to state grants and contracts, fraud investigations, or enforcement actions against specific nonprofit corporations.
Mont. Code Ann. § 35-16-315 — MT Code / Title 35 / Chapter 16 / Part 3 / Section 35-16-315
35-16-315 Directors -- number -- powers
Status: in_force

35-16-315 . Directors -- number -- powers. (1) The corporate or district powers, business, and property of all corporations or districts formed under the provisions hereof must be exercised, conducted, and controlled by a board, which shall never be less than three members. Otherwise, the number of members of the board may be increased or diminished at any time by proper amendment of the bylaws with reference thereto.

(2) The directors shall have the power to sell, lease, mortgage, hypothecate, or otherwise dispose of the corporate assets of the corporation or district, or any part thereof, as distinguished from membership lands.
Mont. Code Ann. § 35-10-403 — MT Code / Title 35 / Chapter 10 / Part 4 / Section 35-10-403
35-10-403 Duty of partners to render information
Status: in_force

35-10-403 . Duty of partners to render information. Each partner and the partnership, on demand, shall furnish to a partner and to the legal representative of a deceased partner or of a partner under legal disability, to the extent just and reasonable, complete and accurate information concerning the partnership.
Mont. Code Ann. § 35-21-820 — MT Code / Title 35 / Chapter 21 / Part 8 / Section 35-21-820
35-21-820 Map or plat -- filing -- tax exemption
Status: in_force

35-21-820 . Map or plat -- filing -- tax exemption. (1) Each mausoleum-columbarium authority, from time to time as its property may be required for interment purposes, shall prepare a map or plat that delineates the sections, halls, rooms, corridors, elevations, outdoor mausoleums, urn gardens, and other divisions with descriptive names or numbers.

(2) The mausoleum-columbarium authority shall file the map or plat in the office of the clerk and recorder of the county in which all or a portion of the property is situated. The mausoleum-columbarium authority shall also file for record in the county clerk's office a written declaration of dedication of the property delineated on the map or plat dedicating the property exclusively to interment purposes.

(3) Upon the filing of the map or plat and the filing of the declaration for record, the dedication is complete for all purposes. After filing, the property and all mausoleums and columbariums constructed on and burial plots located in the property must be held, occupied, and used exclusively for interment purposes and are exempt from all state, county, and municipal taxes to the same extent as cemetery property intended to be used for the burial of the human dead by ground interment.

(4) Any part or subdivision of the property mapped and plotted may, by order of the directors, be resurveyed and altered in shape and size and an amended map or plat filed, so long as the change does not disturb the interred remains of any deceased person.
Mont. Code Ann. § 35-17-504 — MT Code / Title 35 / Chapter 17 / Part 5 / Section 35-17-504
35-17-504 Filing of documents of merger or consolidation -- effective date
Status: in_force

35-17-504 . Filing of documents of merger or consolidation -- effective date. (1) Within 30 days after the merger or consolidation plan has been adopted, documents of merger or consolidation setting forth the plan and the manner of adoption thereof shall be signed by the president or vice-president and by the secretary or assistant secretary of each association merging or consolidating and filed with the clerk and recorder of the county in which the principal office of the new or surviving association is located, if the office is in Montana, and with the Montana secretary of state.

(2) If the new or surviving association has its principal office in Montana, the merger or consolidation becomes effective as of the date of filing with the Montana secretary of state. If its principal office is outside the state of Montana, the merger or consolidation becomes effective upon full compliance with the laws of the state in which its principal office is located.
Mont. Code Ann. § 35-8-605 — MT Code / Title 35 / Chapter 8 / Part 6 / Section 35-8-605
35-8-605 Liability upon wrongful distribution
Status: in_force

35-8-605 . Liability upon wrongful distribution. (1) A member or manager who votes for or assents to a distribution in violation of the articles of organization, the operating agreement, or 35-8-604 is personally liable to the limited liability company, but not to other persons, for the amount of the distribution that exceeds what could have been distributed without violating 35-8-604 or the articles of organization or the operating agreement if it is established that the member or manager did not perform the member's or manager's duties in compliance with 35-8-310 .

(2) A member of a manager-managed company who knew a distribution was made in violation of 35-8-604 , the articles of organization, or the operating agreement is personally liable to the company, but only to the extent that the distribution received by that member exceeded the amount that could have properly been paid to that member under 35-8-604 .

(3) A member or manager against whom an action is brought under this section may implead in the action:

(a) other members and managers who voted for or assented to the distribution in violation of subsection (1) and may compel contribution from them; and

(b) members who received a distribution in violation of subsection (2) and may compel a contribution from the members in the amount received in violation of subsection (2).

(4) A proceeding under this section is barred unless it is commenced within 2 years after the date of the distribution.
Mont. Code Ann. § 35-8-1215 — MT Code / Title 35 / Chapter 8 / Part 12 / Section 35-8-1215
35-8-1215 Conversion of limited liability company to domestic corporation or limited liability partnership
Status: in_force

35-8-1215 . Conversion of limited liability company to domestic corporation or limited liability partnership. (1) A limited liability company may be converted to a domestic corporation or a limited liability partnership pursuant to this section.

(2) The plan of a conversion of a limited liability company to a domestic corporation or a limited liability partnership must be approved by all of the members or by a number or percentage of members required for conversion in the operating agreement. If as a result of the conversion one or more interest holders of the converting limited liability company would become subject to interest holder liability, approval of the plan of conversion must require the signing in connection with the transaction, by each affected interest holder, of a separate written consent to become subject to the interest holder liability.

(3) A plan of conversion must be in writing and must:

(a) set forth the terms and conditions of the conversion of the interests of members and transferees of a limited liability company into interests in the converted domestic corporation or limited liability partnership, into cash or other consideration to be paid or delivered as a result of the conversion of the interests of the members, or into a combination of interests, cash, or other consideration; and

(b) contain the name of the converting limited liability company, the name, jurisdiction of formation, and type of entity of the converted domestic corporation or limited liability partnership, the full text that will be in effect immediately after the conversion becomes effective of the articles of incorporation and bylaws of the converted domestic corporation or the partnership agreement and the application for registration of the limited liability partnership, which must be in writing, and other terms and conditions of the conversion.

(4) In addition to the requirements of subsection (3), a plan of conversion may contain any other provision not prohibited by law. 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).

(5) After a conversion is approved under subsection (2), the limited liability company shall file articles of conversion and all filing fees in the office of the secretary of state that satisfy the requirements of Title 35 and that contain:

(a) the name of the converting limited liability company;

(b) the name and type of entity of the converted domestic corporation or limited liability partnership;

(c) a statement that the plan of conversion was approved by the members in accordance with subsection (2);

(d) if the converted entity is:

(i) a domestic corporation, the articles of incorporation of the corporation, except that provisions would not be required to be included in a restated articles of incorporation may be omitted; or

(ii) a domestic limited liability partnership, the application for registration of the limited liability partnership; and

(f) if the articles of conversion are not to be effective upon filing, the later date and time on which the articles of conversion will become effective, which may not be more than 90 days after the date of filing.

(6) If the converted entity is a domestic corporation, its articles of incorporation must satisfy the requirements of 35-14-202 , except that provisions that would not be required to be included in restated articles of incorporation may be omitted from the articles of incorporation. If the converted entity is a domestic limited liability partnership, its application for registration must satisfy the requirements of 35-10-701 , except that the articles of incorporation or application for registration, as applicable, do not need to be signed.

(7) In addition to the requirements of subsection (5), the articles of conversion may contain any other provision not prohibited by law.

(8) A conversion takes effect when the articles of conversion are filed in the office of the secretary of state or at a later date and time specified in the articles of conversion, which may not be more than 90 days after the date of filing.

(9) This section only allows a domestic limited liability company to convert to a domestic corporation or a limited liability partnership.
Mont. Code Ann. § 35-8-207 — MT Code / Title 35 / Chapter 8 / Part 2 / Section 35-8-207
35-8-207 Filing of facsimile copy
Status: in_force

35-8-207 . Filing of facsimile copy. (1) The secretary of state may treat a facsimile copy of a document that is required to be filed under this chapter and the signatures on the facsimile copy in the same manner as an original for purposes of this chapter. If all other requirements are met, the date of filing relates back to the date of receipt of the facsimile copy.

(2) A person who files a false document by facsimile copy is liable to the party aggrieved for three times the amount of damages resulting from the filing of the false document.
Mont. Code Ann. § 35-2-117 — MT Code / Title 35 / Chapter 2 / Part 1 / Section 35-2-117
35-2-117 Purposes
Status: in_force

35-2-117 . Purposes. (1) A corporation incorporated under this chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation.

(2) A corporation engaging in an activity that is subject to regulation under another statute of this state may incorporate under this chapter only if the incorporation under this chapter is not prohibited by the other statute. The corporation is subject to all limitations of the other statute.
Mont. Code Ann. § 35-14-1406 — MT Code / Title 35 / Chapter 14 / Part 14 / Section 35-14-1406
35-14-1406 Known claims against dissolved corporation
Status: in_force

35-14-1406 . Known claims against dissolved corporation. (1) A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after its effective date.

(2) The written notice must:

(a) describe information that must be included in a claim;

(b) provide a mailing address where a claim may be sent;

(c) state the deadline, which may not be fewer than 120 days after the written notice is effective, by which the dissolved corporation must receive the claim; and

(d) state that the claim will be barred if not received by the deadline.

(3) A claim against the dissolved corporation is barred:

(a) if a claimant who was given written notice under subsection (2) does not deliver the claim to the dissolved corporation by the deadline; or

(b) if a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days after the rejection notice is effective.

(4) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
Mont. Code Ann. § 35-18-206 — MT Code / Title 35 / Chapter 18 / Part 2 / Section 35-18-206
35-18-206 Existing corporations -- reorganization under chapter -- articles of conversion
Status: in_force

35-18-206 . Existing corporations -- reorganization under chapter -- articles of conversion. Any corporation organized under the laws of this state for the purpose, among others, of supplying electrical energy in rural areas or telephone service may become subject to this chapter with the same effect as if originally organized under this chapter by complying with the following requirements:

(1) The proposition for the conversion of the corporation into a cooperative under this chapter and proposed articles of conversion to give effect to the conversion must be first approved by the board of trustees or the board of directors, as the case may be, of the corporation. The proposed articles of conversion must recite in the caption that they are executed pursuant to this chapter and must state:

(a) the name of the corporation prior to its conversion into a cooperative under this chapter;

(b) the address of the principal office of the corporation;

(c) the date of the filing of its articles of incorporation in the office of the secretary of state;

(d) the statute or statutes under which the corporation was organized;

(e) the name assumed by the corporation;

(f) a statement that the corporation elects to become a cooperative, nonprofit, membership corporation subject to this chapter;

(g) the manner and basis of converting either memberships in or shares of stock of the corporation into memberships in the corporation after completion of the conversion; and

(h) any provisions not inconsistent with this chapter considered necessary or advisable for the conduct of its business and affairs.

(2) The proposition for the conversion of the corporation into a cooperative under this chapter and the proposed articles of conversion approved by the board of trustees or board of directors, as the case may be, of the corporation must then be submitted to a vote of the members or stockholders, as the case may be, of the corporation at any duly held annual or special meeting of the corporation, the notice of which must set forth full particulars concerning the proposed conversion. The proposition for the conversion of the corporation into a cooperative under this chapter and the proposed articles of conversion, with any amendments to the articles of conversion that the members or stockholders of the corporation choose to make, is considered to be approved upon the affirmative vote of not less than two-thirds of those members of the corporation voting on the articles of conversion at the meeting or, if the corporation is a stock corporation, upon the affirmative vote of the holders of not less than two-thirds of the capital stock of the corporation represented at the meeting.

(3) Upon approval by the members or stockholders of the corporation, articles of conversion in the form approved by the members or stockholders of the corporation must be executed on behalf of the corporation by its president or vice president and its corporate seal must be affixed to the articles of conversion and attested by its secretary or assistant secretary. The president or vice president executing the articles of conversion on behalf of the corporation shall also make and annex to the articles of conversion an affidavit stating that the provisions of this section with respect to the approval of its trustees or directors and its members or stockholders of the proposition for the conversion of the corporation into a cooperative under this chapter and the articles of conversion were complied with.

(4) The articles of conversion and affidavit must be submitted to the secretary of state for filing as provided in this chapter.

(5) The term "articles of incorporation" as used in this chapter includes the articles of conversion of a converted corporation.
Mont. Code Ann. § 35-14-121 — MT Code / Title 35 / Chapter 14 / Part 1 / Section 35-14-121
35-14-121 Forms
Status: in_force

35-14-121 . Forms. (1) (a) The secretary of state may prescribe and furnish on request forms for:

(i) an application for a certificate of existence or certificate of registration;

(ii) a foreign corporation's registration statement;

(iii) a foreign corporation's statement of withdrawal;

(iv) a foreign corporation's transfer of registration statement; and

(v) the annual report.

(b) If the secretary of state requires, use of these forms is mandatory.

(2) The secretary of state may prescribe and furnish on request forms for other documents required or permitted to be filed by this chapter, but their use is not mandatory.
Mont. Code Ann. § 35-20-306 — MT Code / Title 35 / Chapter 20 / Part 3 / Section 35-20-306
35-20-306 All powers vest in survivors until vacancy filled -- succession to powers
Status: in_force

35-20-306 . All powers vest in survivors until vacancy filled -- succession to powers. (1) In case of the death, resignation, disability, or removal of any one or more of the trustees of such fund, all the rights, titles, powers, authorities, franchises, and trusts whatsoever existing in such trustee at the time of such death, resignation, disability, or removal shall at once without further act or conveyance vest in the survivor or survivors until the vacancy or vacancies so occasioned shall be filled, when the same shall in the same manner vest in the board as so reconstituted.

(2) All newly appointed trustees shall at once upon qualification succeed to an equal share in all the rights, titles, powers, authorities, franchises, and trusts belonging to such board, and the same shall always be vested in the members of such board as actually constituted.
Mont. Code Ann. § 35-8-902 — MT Code / Title 35 / Chapter 8 / Part 9 / Section 35-8-902
35-8-902 Judicial dissolution
Status: in_force

35-8-902 . Judicial dissolution. (1) On application by or for a member or a dissociated member, a district court may order dissolution of a limited liability company, or other appropriate relief, when:

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

(b) another member has engaged in conduct relating to the company's business that makes it not reasonably practicable to carry on the company's business with that member remaining as a member;

(c) it is not otherwise reasonably practicable to carry on the company's business in conformity with the articles of organization and the operating agreement;

(d) the company failed to purchase the petitioner's distributional interest as required by 35-8-805 ; or

(e) the members or managers in control of the company have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent, or unfairly prejudicial to the petitioner.

(2) On application by a transferee of a member's interest, a district court may determine that it is equitable to wind up the company's business:

(a) after the expiration of the specified term, if the company was for a specified term at the time that the applicant became a transferee by member dissociation, transfer, or entry of a charging order that gave rise to the transfer; or

(b) at any time, if the company was at will at the time that the applicant became a transferee by member dissociation, transfer, or entry of a charging order that gave rise to the transfer.

(3) Whenever it is not reasonably practicable to carry on the business of a series of members in conformity with the articles of organization or operating agreement and upon application by or for a member of the series of members, a district court may decree only the termination of the series of members and may not decree the dissolution of the limited liability company.
Mont. Code Ann. § 35-20-104 — MT Code / Title 35 / Chapter 20 / Part 1 / Section 35-20-104
35-20-104 Effect of filing -- powers of association -- eminent domain
Status: in_force

35-20-104 . Effect of filing -- powers of association -- eminent domain. When a certificate of incorporation is acknowledged, recorded, and filed as provided in 35-20-103 , the association is considered legally incorporated and has the general powers and privileges of corporations with the right to sue and be sued and to continue perpetually. The association may also take private property for public use for a cemetery or place of burial of the dead. The power of eminent domain must be exercised under the provisions of Title 70, chapter 30.
Mont. Code Ann. § 35-12-614 — MT Code / Title 35 / Chapter 12 / Part 6 / Section 35-12-614
35-12-614 Delivery to and filing of records by secretary of state -- effective time and date
Status: in_force

35-12-614 . Delivery to and filing of records by secretary of state -- effective time and date. (1) A record authorized or required to be delivered to the secretary of state for filing under this chapter must be captioned to describe the record's purpose, be in a medium permitted by the secretary of state, and be delivered to the secretary of state. Unless the secretary of state determines that a record does not comply with the filing requirements of this chapter, if all filing fees have been paid, the secretary of state shall file the record and upon request and payment of a fee:

(a) for a statement of dissociation, send:

(i) a copy of the filed statement to the person that the statement indicates has dissociated as a general partner; and

(ii) a copy of the filed statement to the limited partnership;

(b) for a statement of withdrawal, send:

(i) a copy of the filed statement to the person on whose behalf the record was filed; and

(ii) if the statement refers to an existing limited partnership, a copy of the filed statement to the limited partnership; and

(c) for all other records, send a copy of the filed record to the person on whose behalf the record was filed.

(2) Upon request and payment of a fee, the secretary of state shall send to the requester a certified copy of the requested record.

(3) Except as otherwise provided in 35-7-111 and 35-12-616 , a record delivered to the secretary of state for filing under this chapter may specify an effective time and a delayed effective date. Except as otherwise provided in this chapter, a record filed by the secretary of state is effective:

(a) if the record does not specify an effective time and does not specify a delayed effective date, on the date and at the time the record is filed as evidenced by the secretary of state's endorsement of the date and time on the record;

(b) if the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record;

(c) if the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of:

(i) the specified date; or

(ii) the 90th day after the record is filed; or

(d) if the record specifies an effective time and a delayed effective date, at the specified time on the earlier of:

(i) the specified date; or

(ii) the 90th day after the record is filed.
Mont. Code Ann. § 35-13-202 — MT Code / Title 35 / Chapter 13 / Part 2 / Section 35-13-202
35-13-202 Owners of majority interest govern
Status: in_force

35-13-202 . Owners of majority interest govern. The decision of the members owning a majority of the shares or interest in a mining partnership binds it in the conduct of its business.
Mont. Code Ann. § 35-2-823 — MT Code / Title 35 / Chapter 2 / Part 8 / Section 35-2-823
35-2-823 Amended certificate of authority
Status: in_force

35-2-823 . Amended certificate of authority. (1) A foreign corporation authorized to transact business in this state shall obtain an amended certificate of authority from the secretary of state if it changes:

(a) its corporate name;

(b) the period of its duration;

(c) any of the information required by 35-7-105 (1);

(d) the state, tribe, or country of its incorporation; or

(e) its designation as a public benefit corporation, mutual benefit corporation, or religious corporation.

(2) The requirements of 35-2-822 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.
Mont. Code Ann. § 35-2-611 — MT Code / Title 35 / Chapter 2 / Part 6 / Section 35-2-611
35-2-611 Articles of merger
Status: in_force

35-2-611 . Articles of merger. After a plan of merger is approved by the board of directors and, if required by 35-2-610 , by the members and any other persons, the surviving or acquiring corporation shall deliver to the secretary of state, for filing, articles of merger setting forth:

(1) the plan of merger;

(2) if approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors;

(3) if approval by members was required:

(a) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and

(b) (i) either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class; and

(ii) a statement that the number cast for the plan by each class was sufficient for approval by that class;

(4) if approval of the plan by some person or persons other than the members or the board is required pursuant to 35-2-610 (1)(c), a statement that the approval was obtained.
Mont. Code Ann. § 35-10-308 — MT Code / Title 35 / Chapter 10 / Part 3 / Section 35-10-308
35-10-308 Purported partner
Status: in_force

35-10-308 . Purported partner. (1) If a person, by words or conduct, purports to be a partner or consents to being represented by another as a partner in a partnership or with one or more persons who are not partners, the purported partner is liable to a person to whom the representation is made:

(a) if that person, relying on the representation, enters into a transaction with the actual or purported partnership; and

(b) the purported partner would have been personally liable for obligations of the partnership under 35-10-307 or 35-10-629 if the purported partner had been a partner.

(2) Subject to subsection (1), if the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable as if the purported partner were a partner. If no partnership liability results, the purported partner is liable jointly and severally with any other person consenting to the representation.

(3) Subject to subsection (1), if a person is represented to be a partner in an existing partnership or with one or more persons who are not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. Subject to subsection (1), if fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable as if the person had actually been a partner.

(4) A person is not a partner in a partnership merely because the person is named by another in a statement of partnership authority.

(5) A person does not continue to be a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner's dissociation from the partnership.
Mont. Code Ann. § 35-16-203 — MT Code / Title 35 / Chapter 16 / Part 2 / Section 35-16-203
35-16-203 Notice of hearing of petition
Status: in_force

35-16-203 . Notice of hearing of petition. Upon the filing of such petition, the clerk of the district court wherein the same shall be filed shall set the same for hearing before said court at a time not less than 10 or more than 20 days from the date of filing such petition and shall cause notice of such setting to be mailed or delivered to each of the persons purporting to be signers thereon not less than 10 days before such hearing and post it in three public places in said county.
Mont. Code Ann. § 35-2-453 — MT Code / Title 35 / Chapter 2 / Part 4 / Section 35-2-453
35-2-453 Insurance
Status: in_force

35-2-453 . Insurance. A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify the individual against the same liability under 35-2-447 or 35-2-448 .
Mont. Code Ann. § 35-16-302 — MT Code / Title 35 / Chapter 16 / Part 3 / Section 35-16-302
35-16-302 Procedure for receiving other members
Status: in_force

35-16-302 . Procedure for receiving other members. (1) Whenever any corporation or district has been formed under the provisions of this chapter, it is authorized and directed to permit other holders of title or evidence of title of similar or like agricultural, horticultural, or farm land within this state to become members, upon the holder of title or evidence of title, in manner and form that may be required by the laws of Montana and the rules of the corporation or district or its bylaws, applying for membership to the officers of the corporation or district by written application, duly acknowledged:

(a) containing a full, true, and correct description of the land owned by the applicant and proposed to be contained in the corporation or district;

(b) containing a statement of the applicant's desire to become a member and the applicant's consent to submit the applicant's land to the provisions of this chapter and to the administration of the corporation or district and its bylaws and to its objects and purposes; and

(c) accompanied by a map of the land owned by the applicant and proposed to be submitted to the corporation or district, its objects and purposes.

(2) If the application is in proper form and the applicant is the holder of title or evidence of title to the land described and the uses of the land as represented in the petition are similar to the uses of land already included in the corporation or district, a full, true, and correct copy of the application must be made and filed in the office of principal place of business of the corporation or district and the original application must be filed and recorded in the office of the county clerk and recorder of the county in which the land or the greater portion of the land is located. Upon filing, the applicant is entitled to evidence of temporary membership, in shares or units of membership, in a similar manner as the original members and the land described in the petition must be construed to be a part of the corporation or district to all intents and purposes as though originally incorporated in the corporation or district. Upon the consent of a majority of the members or stockholders given in the annual meeting or at a special meeting called as provided by law for that purpose, the new member or stockholder is entitled to full membership in the corporation or district.
Mont. Code Ann. § 35-2-122 — MT Code / Title 35 / Chapter 2 / Part 1 / Section 35-2-122
35-2-122 Correcting filed document
Status: in_force

35-2-122 . Correcting filed document. (1) A domestic or foreign corporation may correct a document filed by the secretary of state if the document:

(a) contains an incorrect statement; or

(b) was defectively executed, attested, sealed, verified, or acknowledged.

(2) A document is corrected:

(a) by preparing articles of correction that:

(i) describe the document, including its filing date, or have attached a copy of the document;

(ii) specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and

(iii) correct the incorrect statement or defective execution; and

(b) by delivering the articles of correction to the secretary of state.

(3) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
Mont. Code Ann. § 35-8-1306 — MT Code / Title 35 / Chapter 8 / Part 13 / Section 35-8-1306
35-8-1306 Responsibility for services
Status: in_force

35-8-1306 . Responsibility for services. (1) An individual who renders professional services as a member or an employee of a domestic or foreign professional limited liability company 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. A member or an employee of a professional limited liability company is not liable for the conduct of other members or employees unless the member or employee is at fault in appointing, supervising, or cooperating with them.

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

(3) Except as otherwise provided by statute, the personal liability of a member of a domestic or foreign professional limited liability company is no greater in any respect than that of a member of a limited liability company otherwise organized under this part.
Mont. Code Ann. § 35-14-1511 — MT Code / Title 35 / Chapter 14 / Part 15 / Section 35-14-1511
35-14-1511 Administrative termination of registration
Status: in_force

35-14-1511 . Administrative termination of registration. (1) The secretary of state may terminate the registration of a registered foreign corporation in the manner provided in subsections (2) and (3) if:

(a) the foreign corporation does not pay within 60 days after they are due any fees, taxes, interest, or penalties imposed by this chapter or other laws of this state;

(b) the foreign corporation does not deliver its annual report to the secretary of state within 120 days after it is due;

(c) the foreign corporation is without a registered agent or registered office in this state for 60 days or more; or

(d) the secretary of state has not been notified within 60 days that the foreign corporation's registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued.

(2) On or before September 1 of each year, the secretary of state shall compile a list of registered foreign corporations for which one or more grounds exist under subsection (1) for terminating its registration and shall serve the registered foreign corporation with written notice of the determination under 35-14-504 .

(3) If the registered foreign corporation does not correct each ground for termination or demonstrate to the reasonable satisfaction of the secretary of state that each ground for termination determined by the secretary of state does not exist within 60 days after the notice is delivered, the secretary of state may terminate the registration of a registered foreign corporation by issuing a certificate of termination. The certificate of termination must state the effective date of the termination, which must be not less than 60 days after the secretary of state delivers the notice as prescribed in subsection (2)(b).

(4) The registration of a registered foreign corporation to do business in this state ceases on the effective date of the termination as set forth in the certificate of termination.

(5) After the effective date of the termination as set forth in the certificate of termination, service of process in any proceeding based on a cause of action arising during the time the entity was registered to do business in this state may be made as provided in 35-14-504 .
Mont. Code Ann. § 35-12-1001 — MT Code / Title 35 / Chapter 12 / Part 10 / Section 35-12-1001
35-12-1001 Interim distributions
Status: in_force

35-12-1001 . Interim distributions. A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to make an interim distribution.
Mont. Code Ann. § 35-14-122 — MT Code / Title 35 / Chapter 14 / Part 1 / Section 35-14-122
35-14-122 Filing -- service -- copying fees
Status: in_force

35-14-122 . Filing -- service -- copying fees. (1) The secretary of state shall establish fees for:

(a) the filing of documents delivered to the secretary of state as required by this part;

(b) issuing certificates and statements as required by this part; and

(c) copying and transmitting documents, priority handling, and responding to requests for information.

(2) Fees authorized under this section must be set and deposited in accordance with 2-15-405 .
Mont. Code Ann. § 35-15-503 — MT Code / Title 35 / Chapter 15 / Part 5 / Section 35-15-503
35-15-503 Meeting to consider plan -- notice
Status: in_force

35-15-503 . Meeting to consider plan -- notice. (1) Notice of the proposed plan and, in the case of consolidation, of the proposed new articles must be mailed or sent by electronic means to each stockholder of the associations to be affected by the proposed plan or the proposed new articles.

(2) The notice must advise the stockholders of each association of the time and place each association shall meet, at which time the proposal must be considered and voted on by each association. The meetings must be held not less than 30 or more than 60 days after the mailing of notice. The plan must be considered adopted if a quorum is present and two-thirds of those voting vote in its favor.
Mont. Code Ann. § 35-12-513 — MT Code / Title 35 / Chapter 12 / Part 5 / Section 35-12-513
35-12-513 Governing law
Status: in_force

35-12-513 . Governing law. The law of this state governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership.
Mont. Code Ann. § 35-14-128 — MT Code / Title 35 / Chapter 14 / Part 1 / Section 35-14-128
35-14-128 Certificate of existence or registration
Status: in_force

35-14-128 . Certificate of existence or registration. (1) Any person may apply to the secretary of state to furnish a certificate of existence for a domestic corporation or a certificate of registration for a foreign corporation.

(2) A certificate of existence sets forth:

(a) the domestic corporation's corporate name;

(b) that the domestic corporation is duly incorporated under the law of this state, the date of its incorporation, and the period of its duration if less than perpetual;

(c) that all fees, taxes, and penalties owed to this state have been paid if:

(i) payment is reflected in the records of the secretary of state; and

(ii) nonpayment affects the existence of the domestic corporation;

(d) that its most recent annual report required by 35-14-1621 has been filed with the secretary of state;

(e) that articles of dissolution have not been filed;

(f) that the corporation is not administratively dissolved and a proceeding is not pending under 35-14-1421 ; and

(g) other facts of record in the office of the secretary of state that may be requested by the applicant.

(3) A certificate of registration sets forth:

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

(b) that the foreign corporation is registered to do business in this state;

(c) that all fees, taxes, and penalties owed to this state have been paid if:

(i) payment is reflected in the records of the secretary of state; and

(ii) nonpayment affects the registration of the foreign corporation;

(d) that its most recent annual report required by 35-14-1621 has been filed with the secretary of state; and

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

(4) Subject to any qualification stated in the certificate, a certificate of existence or registration issued by the secretary of state may be relied on as conclusive evidence of the facts stated in the certificate.
Mont. Code Ann. § 35-8-1012 — MT Code / Title 35 / Chapter 8 / Part 10 / Section 35-8-1012
35-8-1012 Procedure for and effect of revocation
Status: in_force

35-8-1012 . Procedure for and effect of revocation. (1) If the secretary of state determines that one or more grounds exist under 35-8-1011 for revocation of a certificate of authority, the secretary of state shall deliver a notice to the foreign limited liability company of the secretary of state's determination.

(2) If the foreign limited liability company does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within 60 days after delivery of the notice, the secretary of state may revoke the foreign limited liability company's certificate of authority by signing a certificate of revocation that states the ground or grounds for revocation and the effective date of the revocation. The secretary of state shall file the original of the certificate and deliver a copy to the foreign limited liability company.

(3) The authority of a foreign limited liability company to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.

(4) The secretary of state's revocation of a foreign limited liability company's certificate of authority appoints the secretary of state as the foreign limited liability company's agent for service of process in any proceeding based on a cause of action that arose during the time the foreign limited liability company was authorized to transact business in this state. Service of process on the secretary of state under this subsection is service on the foreign limited liability company. Upon receipt of process, the secretary of state shall deliver a copy of the process to the secretary of the foreign limited liability company at its principal office shown in its most recent annual report or in any subsequent communication received from the foreign limited liability company, stating the current mailing address of its principal office or, if no report or communication is on file, in its application for a certificate of authority.

(5) Revocation of a foreign limited liability company's certificate of authority does not terminate the authority of the registered agent of the foreign limited liability company.
Mont. Code Ann. § 35-8-202 — MT Code / Title 35 / Chapter 8 / Part 2 / Section 35-8-202
35-8-202 Articles of organization
Status: reserved

35-8-202 . Articles of organization. (1) The articles of organization must set forth:

(a) the name of the limited liability company that satisfies the requirements of 35-8-103 ;

(b) whether the company is a term company and, if so, the term specified;

(c) the complete business mailing address of its principal office, wherever located;

(d) the information required by 35-7-105 (1);

(e) (i) if the limited liability company is to be managed by a manager or managers, a statement that the company is to be managed in that fashion and the names and business mailing addresses of managers who are to serve as managers until the first meeting of members or until their successors are elected;

(ii) if the management of a limited liability company is reserved to the members, a statement that the company is to be managed in that fashion and the names and business mailing addresses of the initial members;

(f) whether one or more members of the company are to be liable for the limited liability company's debts and obligations under 35-8-304 (3);

(g) if the limited liability company is a professional limited liability company, a statement to that effect and a statement of the professional service or services it will render;

(h) if the limited liability company has one or more series of members, the operating agreement of each series of members in writing;

(i) if the limited liability company has one or more series of members, a statement of whether the debts or liabilities of any series of members are to be enforceable against the assets of that series of members only and not against the assets of another series of members or the limited liability company generally;

(j) if the limited liability company has one or more series of members, a statement setting forth the relative rights, powers, and duties of each series of members or indicating that the relative rights, powers, and duties of each series of members will be set forth in the operating agreement or established as provided in the operating agreement; and

(k) any other provision, not inconsistent with law, that the members elect to set out in the articles, including but not limited to a statement of whether there are limitations on the authority of members or management to bind the limited liability company.

(2) It is not necessary to set out in the articles of organization any of the powers enumerated in 35-8-107 .

(3) The articles of organization may not vary the nonwaivable provisions set out in 35-8-109 . As to all other matters, if any provision of an operating agreement is inconsistent with the articles of organization:

(a) the operating agreement controls as to managers, members, and a member's transferee; and

(b) the articles of organization control as to a person, other than a manager, member, and member's transferee, that reasonably relies on the articles of organization to that person's detriment.

(4) The articles of organization or operating agreement may provide that 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 limited liability company generally or any other series of members.
Mont. Code Ann. § 35-10-641 — MT Code / Title 35 / Chapter 10 / Part 6 / Section 35-10-641
35-10-641 Merger of partnerships
Status: in_force

35-10-641 . Merger of partnerships. (1) Pursuant to a plan of merger approved as provided in subsection (3), a partnership may be merged with one or more partnerships or limited partnerships.

(2) The plan of merger must set forth:

(a) the name of each partnership or limited partnership that is a party to the merger;

(b) the name of the surviving entity into which the other partnerships or limited partnerships will merge;

(c) whether the surviving entity is a partnership or a limited partnership and the status of each partner;

(d) the terms and conditions of the merger;

(e) the manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity or into money or other property in whole or part; and

(f) the street address of the surviving entity's chief executive office.

(3) The plan of merger must be approved:

(a) in the case of a partnership that is a party to the merger, by all the partners or a number or percentage specified for merger in the partnership agreement; and

(b) in the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state, tribe, or foreign jurisdiction in which the limited partnership is organized and, in the absence of such specifically applicable law, by all the partners, notwithstanding a provision to the contrary in the partnership agreement.

(4) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.

(5) The merger takes effect on the latest of:

(a) the approval of the plan of merger by all parties to the merger, as provided in subsection (3);

(b) the filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or

(c) any effective date specified in the plan of merger.
Mont. Code Ann. § 35-12-1511 — MT Code / Title 35 / Chapter 12 / Part 15 / Section 35-12-1511
35-12-1511 Merger
Status: in_force

35-12-1511 . Merger. (1) A limited partnership may merge with one or more other constituent organizations pursuant to 35-12-1512 through 35-12-1514 , this section, and a plan of merger if:

(a) the governing statute of each of the other organizations authorizes the merger;

(b) the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and

(c) each of the other organizations complies with its governing statute in effecting the merger.

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

(a) the name and form of each constituent organization;

(b) the name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect;

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

(d) if the surviving organization is to be created by the merger, the surviving organization's organizational documents; and

(e) if the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents.
Mont. Code Ann. § 35-12-1512 — MT Code / Title 35 / Chapter 12 / Part 15 / Section 35-12-1512
35-12-1512 Action on plan of merger by constituent limited partners
Status: in_force

35-12-1512 . Action on plan of merger by constituent limited partners. (1) Subject to 35-12-1515 , a plan of merger must be consented to by all the partners of a constituent limited partnership.

(2) Subject to 35-12-1515 and any contractual rights, after a merger is approved and at any time before a filing is made under 35-12-1513 , a constituent limited partnership may amend the plan or abandon the planned merger:

(a) as provided in the plan; and

(b) except as prohibited by the plan, with the same consent as was required to approve the plan.
Mont. Code Ann. § 35-12-612 — MT Code / Title 35 / Chapter 12 / Part 6 / Section 35-12-612
35-12-612 Filing of application for renewal of certification -- issuance of certificate
Status: in_force

35-12-612 . Filing of application for renewal of certification -- issuance of certificate. (1) If the secretary of state finds that the application for renewal of certification of a limited partnership complies with the provisions of this part, the secretary of state shall, when all fees have been paid as provided by rule:

(a) endorse on the application the word "filed" and the month, day, and year of filing;

(b) file the original; and

(c) issue a certification letter.

(2) The secretary of state shall return to the general partner or partners submitting the application the certification letter.
Mont. Code Ann. § 35-16-406 — MT Code / Title 35 / Chapter 16 / Part 4 / Section 35-16-406
35-16-406 Foreclosure of mortgage -- procedure -- tax levy
Status: in_force

35-16-406 . Foreclosure of mortgage -- procedure -- tax levy. In the event there shall be default in either principal or interest or the terms and conditions of any bonds, notes, or mortgages or deeds of trust, made, executed, and delivered pursuant to the authority hereof, the holder or holders of such mortgage or the trustee named in the deed of trust shall be entitled to proceed to foreclose the same in the manner provided for in Title 71, and the application for foreclosure shall be proceeded with as a foreclosure proceeding. If the court in such foreclosure shall find for the plaintiff and order foreclosure of the mortgage or deed of trust as prayed for, such court is hereby empowered in its discretion to include in its judgment and decree of foreclosure an order and direction to the county clerk and recorder of each of the counties in which lands included in said mortgage are situated ordering and directing the county clerk and recorders of such counties to levy and include, as part of the taxes levied against the membership lands included therein, the proportion that such lands shall be liable for such indebtedness and costs so found to be due, which tax thus created shall be collected in whole or in part over a period of not to exceed 3 years as the court shall in its order direct.
Mont. Code Ann. § 35-2-424 — MT Code / Title 35 / Chapter 2 / Part 4 / Section 35-2-424
35-2-424 Vacancy on board
Status: in_force

35-2-424 . Vacancy on board. (1) Unless the articles or bylaws provide otherwise and except as provided in subsections (2) and (3), if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:

(a) (i) the members, if any, may fill the vacancy; or

(ii) if the vacant office was held by a director elected by a class, chapter, organizational unit or by region or other geographic grouping, only members of the class, chapter, unit, or grouping are entitled to vote to fill the vacancy if it is filled by the members;

(b) the board of directors may fill the vacancy; or

(c) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(2) Unless the articles or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.

(3) If a vacant office was held by a designated director, the vacancy must be filled as provided in the articles or bylaws. In the absence of an applicable article or bylaw provision, the vacancy may not be filled by the board.

(4) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under 35-2-420 (2) or otherwise, may be filled before the vacancy occurs. However, the new director may not take office until the vacancy occurs.
Mont. Code Ann. § 35-10-103 — MT Code / Title 35 / Chapter 10 / Part 1 / Section 35-10-103
35-10-103 Knowledge and notice
Status: in_force

35-10-103 . Knowledge and notice. (1) A person knows a fact if the person has knowledge of it.

(2) A person has notice of a fact if the person:

(a) knows of it;

(b) has received a notification of it; or

(c) has reason to know it exists from all of the facts known to that person at the time in question.

(3) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in the ordinary course of business, whether or not the other person learns of it.

(4) A person receives notification when it:

(a) comes to the person's attention; or

(b) is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.

(5) Except as provided in subsection (6), a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if the person maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.

(6) A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership but is not effective as such if the partner committed or consented to a fraud on the partnership.
Mont. Code Ann. § 35-14-202 — MT Code / Title 35 / Chapter 14 / Part 2 / Section 35-14-202
35-14-202 Articles of incorporation
Status: in_force

35-14-202 . Articles of incorporation. (1) The articles of incorporation must set forth:

(a) a corporate name for the corporation that satisfies the requirements of 35-14-401 ;

(b) the number of shares the corporation is authorized to issue;

(c) the street and mailing addresses of the corporation's initial registered office and the name of its initial registered agent at that office; and

(d) the name and address of each incorporator.

(2) The articles of incorporation may set forth:

(a) the names and addresses of the individuals who are to serve as the initial directors;

(b) provisions not inconsistent with law regarding:

(i) the purpose or purposes for which the corporation is organized;

(ii) managing the business and regulating the affairs of the corporation;

(iii) defining, limiting, and regulating the powers of the corporation, its board of directors, and its shareholders;

(iv) a par value for authorized shares or classes of shares; or

(v) the imposition of interest holder liability on shareholders;

(c) any provision that under this chapter is required or permitted to be set forth in the bylaws;

(d) a provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken or any failure to take any action as a director, except liability for:

(i) the amount of a financial benefit received by a director to which the director is not entitled;

(ii) an intentional infliction of harm on the corporation or the shareholders;

(iii) a violation of 35-14-832 ; or

(iv) an intentional violation of criminal law;

(e) a provision permitting or making obligatory indemnification of a director for liability as defined in 35-14-850 to any person for any action taken or any failure to take any action as a director, except liability for:

(i) receipt of a financial benefit to which the director is not entitled;

(ii) an intentional infliction of harm on the corporation or its shareholders;

(iii) a violation of 35-14-832 ; or

(iv) an intentional violation of criminal law; and

(f) a provision limiting or eliminating any duty of a director or any other person to offer the corporation the right to have or participate in any or one or more classes or categories of business opportunities before the pursuit or taking of the opportunity by the director or other person, provided that any application of such a provision to an officer or a related person of that officer:

(i) also requires approval of that application by the board of directors, subsequent to the effective date of the provision, by action of qualified directors taken in compliance with the procedures set forth in 35-14-862 ; and

(ii) may be limited by the authorizing action of the board.

(3) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.

(4) Provisions of the articles of incorporation may be made dependent on facts objectively ascertainable outside the articles of incorporation in accordance with 35-14-120 (11).

(5) As used in this section, "related person" has the meaning specified in 35-14-860 .
Mont. Code Ann. § 35-2-444 — MT Code / Title 35 / Chapter 2 / Part 4 / Section 35-2-444
35-2-444 Officers' authority to execute documents
Status: in_force

35-2-444 . Officers' authority to execute documents. A contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by a lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers did not have authority to execute the contract or other instrument if it is signed by:

(1) the presiding officer of the board and the president; or

(2) one person from each of the following:

(a) the presiding officer of the board or the president; and

(b) a vice president, the secretary, treasurer, or executive director.
Mont. Code Ann. § 35-8-903 — MT Code / Title 35 / Chapter 8 / Part 9 / Section 35-8-903
35-8-903 Winding up
Status: in_force

35-8-903 . Winding up. (1) Except as otherwise provided in the articles of organization or the operating agreement, the business or affairs of the limited liability company may be wound up:

(a) by the members or managers who have authority under 35-8-304 to manage the limited liability company prior to dissolution; or

(b) if one or more of the members or managers have engaged in wrongful conduct or upon other cause shown, by the district court on application of any member or any member's legal representative or assignee.

(2) The persons winding up the business or affairs of the limited liability company may, in the name of and for and on behalf of the limited liability company:

(a) prosecute and defend suits;

(b) settle and close the business of the limited liability company;

(c) dispose of and transfer the property of the limited liability company;

(d) discharge the liabilities of the limited liability company; and

(e) distribute to the members any remaining assets of the limited liability company.
Mont. Code Ann. § 35-9-306 — MT Code / Title 35 / Chapter 9 / Part 3 / Section 35-9-306
35-9-306 Limited liability
Status: in_force

35-9-306 . Limited liability. The failure of a statutory close corporation to observe the usual corporate formalities or requirements relating to the exercise of its corporate powers or management of its business and affairs is not a ground for imposing personal liability on the shareholders for liabilities of the corporation.