Mont. Code Ann. § 35-21-802 — MT Code / Title 35 / Chapter 21 / Part 8 / Section 35-21-802
35-21-802 Definitions
Status: in_force

35-21-802 . Definitions. For the purposes of this part, the following definitions apply:

(1) "Columbarium" means a structure, room, or other space in a permanent building or outdoor structure containing niches for permanent inurnment of cremated remains in a place used or intended to be used and dedicated for interment purposes.

(2) "Cremated remains" means all human remains recovered after the completion of cremation, including pulverization, that leaves only bone fragments that have been reduced to unidentifiable dimensions.

(3) "Crypt" or "vault" means a space in a mausoleum of sufficient size used or intended to be used to entomb uncremated human remains.

(4) "Directors" means the board of directors, board of trustees, or other governing body of a mausoleum-columbarium authority.

(5) "Entombment" means the placement of human remains in a crypt or vault.

(6) "Human remains" or "remains" means the body of a deceased person and includes the body in any stage of decomposition.

(7) "Interment" means the disposition of human remains by cremation and inurnment or entombment in a place used or intended to be used and dedicated for interment purposes.

(8) "Interment space" means any space in a crypt, vault, or niche of sufficient size for the entombment or inurnment of the remains of one human being.

(9) "Inurnment" means placing cremated remains in an urn or other permanent container and placing it in a niche.

(10) "Mausoleum" means a permanent building or outdoor structure suitable for the entombment of human remains in crypts or vaults in a place used or intended to be used and dedicated for interment purposes.

(11) "Mausoleum-columbarium" means a building or structure containing both a mausoleum and a columbarium.

(12) "Mausoleum-columbarium authority" means any corporation, not for profit, owning, controlling, or operating lands, buildings, or structures used or intended to be used and dedicated for interment purposes by entombment or inurnment but does not refer to any corporation, for profit or not for profit, or any association, corporation sole, or other person owning or controlling cemetery lands or property, including mausoleums or columbariums where interment is also made by ground burial.

(13) "Niche" means a space in a columbarium or urn garden used or intended to be used for inurnment of cremated human remains.

(14) "Plot" or "interment plot" means space in a mausoleum or columbarium used or intended to be used for the interment of human remains. The terms include one or more than one adjoining crypts or vaults or one or more than one adjoining niches.

(15) "Plot owner" or "owner" means a person who is on record as owner of an interment in the office of a mausoleum-columbarium authority.
Mont. Code Ann. § 35-10-637 — MT Code / Title 35 / Chapter 10 / Part 6 / Section 35-10-637
35-10-637 Effect of conversion -- entity unchanged
Status: in_force

35-10-637 . Effect of conversion -- entity unchanged. (1) A partnership or limited partnership that has been converted pursuant to 35-10-635 or 35-10-636 is for all purposes the same entity that existed before the conversion.

(2) When a conversion takes effect:

(a) all property owned by the converting partnership or limited partnership remains vested in the converted entity;

(b) all obligations of the converting partnership or limited partnership continue as obligations of the converted entity; and

(c) an action or proceeding pending against the converting partnership or limited partnership may be continued as if the conversion had not occurred.
Mont. Code Ann. § 35-8-1407 — MT Code / Title 35 / Chapter 8 / Part 14 / Section 35-8-1407
35-8-1407 Effect of domestication
Status: in_force

35-8-1407 . Effect of domestication. (1) When a domestication becomes effective:

(a) the domesticated entity:

(i) is organized under and subject to the organic law of the domesticated entity; and

(ii) is the same entity without interruption as the domesticating entity;

(b) all property of the domesticating entity continues to be vested in the domesticated entity without transfer, reversion, or impairment;

(c) all debts, obligations, and other liabilities of the domesticating entity continue as debts, obligations, and other liabilities of the domesticated entity;

(d) except as otherwise provided by law or by the plan of domestication, all of the rights, privileges, immunities, powers, and purposes of the domesticating entity remain in the domesticated entity;

(e) the name of the domesticated entity may be substituted for the name of the domesticating entity in any pending action or proceeding;

(f) if the domesticated entity is a filing entity, its public organic record is effective;

(g) the private organic rules of the domesticated entity that are to be in a record, if any, approved as part of the plan of domestication are effective; and

(h) the interests in the domesticating entity are converted to the extent of and as approved in connection with the domestication and the domesticating entity's organic law. The interest holders of the domesticating entity are entitled only to the rights provided to them under the plan of domestication and to any appraisal rights they may have under the organic laws of the domesticating entity and any contractual appraisal rights they may have under the organic rules of the domesticating entity.

(2) Except as otherwise provided in the organic law or organic rules of the domesticating entity, the domestication does not give rise to any rights that an interest holder or third party would have following a dissolution, liquidation, or winding up of the domesticating entity.

(3) When a domestication becomes effective, a person that did not have interest holder liability with respect to the domesticating entity and becomes subject to interest holder liability with respect to a domestic entity as a result of the domestication has interest holder liability only to the extent provided by the organic law of the entity and only for those debts, obligations, and other liabilities that arise after the domestication becomes effective.

(4) When a domestication becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic domesticating entity with respect to which the person had interest holder liability is subject to the following rules:

(a) The domestication does not discharge any interest holder liability under the organic law of the domesticating domestic entity to the extent the interest holder liability arose before the domestication became effective.

(b) A person does not have interest holder liability under the organic law of the domestic domesticating entity for any debt, obligation, or other liability that arises after the domestication becomes effective.

(c) The organic law of the domestic domesticating entity continues to apply to the release, collection, or discharge of any interest holder liability preserved under subsection (4)(a) as if the domestication had not occurred.

(d) A person has whatever rights of contribution from any other person as are provided by other law or the organic rules of the domestic domesticating entity with respect to any interest holder liability preserved under subsection (4)(a) as if the domestication had not occurred.

(5) When a domestication becomes effective, a foreign entity that is the domesticated entity may be served with process in this state for the collection and enforcement of any of its debts, obligations, and other liabilities in accordance with applicable law.

(6) If a domesticating entity is a registered foreign entity, the registration of the domesticating entity to do business in this state is canceled when the domestication becomes effective.

(7) A domestication does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity.
Mont. Code Ann. § 35-15-506 — MT Code / Title 35 / Chapter 15 / Part 5 / Section 35-15-506
35-15-506 Sale or disposition of assets
Status: in_force

35-15-506 . Sale or disposition of assets. At any meeting the stockholders of a cooperative association may authorize the disposition or sale of all or substantially all of the association's assets if notice that such disposition or sale will be considered at such meeting has been given to all persons entitled to vote thereon and if disposition or sale is approved by two-thirds of those entitled to vote thereon voting at the meeting.
Mont. Code Ann. § 35-17-403 — MT Code / Title 35 / Chapter 17 / Part 4 / Section 35-17-403
35-17-403 Recording marketing agreements
Status: in_force

35-17-403 . Recording marketing agreements. Any cooperative marketing association organized under the laws of this state or doing business in this state pursuant to the laws of this state may file for record its marketing agreements covering livestock, increase, wool, and other livestock products as hereinafter provided.
Mont. Code Ann. § 35-6-201 — MT Code / Title 35 / Chapter 6 / Part 2 / Section 35-6-201
35-6-201 Reinstatement of dissolved corporation -- fee
Status: in_force

35-6-201 . Reinstatement of dissolved corporation -- fee. (1) The secretary of state may:

(a) reinstate any corporation that has been dissolved under the provisions of this chapter; and

(b) restore to the corporation its right to carry on business in this state and to exercise all its corporate privileges and immunities.

(2) A corporation applying for reinstatement shall submit to the secretary of state the application, executed by a person who was an officer or director at the time of dissolution, setting forth:

(a) the name of the corporation;

(b) a statement that the assets of the corporation have not been liquidated pursuant to 35-2-726 and 35-2-727 ;

(c) a statement that not less than a majority of its directors have authorized the application for reinstatement; and

(d) if its corporate name has been legally acquired by another corporation prior to its application for reinstatement, the corporate name under which the corporation desires to be reinstated.

(3) The corporation shall submit with its application for reinstatement:

(a) a certificate from the department of revenue stating that all taxes imposed pursuant to Title 15 have been paid;

(b) a filing fee, which must be set and deposited by the secretary of state in accordance with 2-15-405 ; and

(c) all annual reports not yet filed with the secretary of state.

(4) When all requirements are met and the secretary of state reinstates the corporation to its former rights, the secretary of state shall:

(a) conform and file in the secretary of state's office reports, statements, and other instruments submitted for reinstatement;

(b) immediately issue and deliver to the corporation that is reinstated a certificate of reinstatement authorizing it to transact business; and

(c) upon demand, issue to the corporation one or more certified copies of the certificate of reinstatement.

(5) The secretary of state may not order a reinstatement if 5 years have elapsed since the dissolution.
Mont. Code Ann. § 35-18-317 — MT Code / Title 35 / Chapter 18 / Part 3 / Section 35-18-317
35-18-317 Disposition or encumbrance of property
Status: in_force

35-18-317 . Disposition or encumbrance of property. (1) (a) Except as provided in subsection (2) and in accordance with 35-18-318 , a cooperative may not sell, mortgage, lease, or otherwise dispose of or encumber all or any substantial portion of its property unless the sale, mortgage, lease, or other disposition or encumbrance is:

(i) authorized at a duly held meeting of cooperative members;

(ii) approved by not less than two-thirds of all the members of the cooperative; and

(iii) described in the notice of the meeting.

(b) For the purposes of this section, as the term applies to a telephone cooperative, "substantial portion" means 20% or more of the net book value of the telephone cooperative as disclosed in its audited financial statements as of the close of its most recent fiscal year.

(2) Except as provided in 35-18-318 , the board of trustees of a cooperative, without authorization by the cooperative members, may:

(a) authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust upon or the pledging or encumbrancing of any or all of:

(i) the property, assets, rights, privileges, licenses, franchises, and permits of the cooperative, whether acquired or to be acquired and wherever situated; and

(ii) the revenue and income from the property, assets, rights, privileges, licenses, franchises, and permits; and

(b) determine the terms and conditions necessary to secure any indebtedness of the cooperative to:

(i) the United States of America;

(ii) any instrumentality or agency of the United States; or

(iii) any other financing sources within the United States.

(3) Before a meeting is held to vote on authorization of disposition of cooperative property, the board of trustees shall:

(a) have the property appraised by three appraisers chosen by the board and not associated with the cooperative or a proposed buyer of cooperative property;

(b) notify all cooperative members, at least 90 days in advance, of a meeting to vote on disposition of cooperative property. Detailed proposals for disposition of the property must accompany the notice.

(c) at least 30 days before the meeting, notify all other cooperatives situated and operating in the state that the property is available for disposition and include with the notice one copy of each appraisal on the cooperative property; and

(d) at least 30 days before the meeting, mail to all members any alternative proposal made by cooperative members if it has been submitted to the board and signed by 50 or more members.

(4) The vote on property disposition may take place at an annual meeting if the board notifies the members as provided in this section.

(5) This section does not apply to the transfer of cooperative property in a merger or consolidation of cooperatives.
Mont. Code Ann. § 35-4-312 — MT Code / Title 35 / Chapter 4 / Part 3 / Section 35-4-312
35-4-312 Amendment of articles of incorporation by personal representative of sole shareholder's estate
Status: in_force

35-4-312 . Amendment of articles of incorporation by personal representative of sole shareholder's estate. A personal representative, guardian, conservator, or receiver of the estate of a shareholder of a professional corporation who holds all of the outstanding shares of the corporation may amend the articles of incorporation by signing a written consent to amendment. The articles of amendment must be executed in duplicate by the personal representative, guardian, conservator, or receiver and by the secretary or assistant secretary of the corporation, verified by one of the persons signing the articles, and must set forth:

(1) the name of the corporation;

(2) the amendments adopted;

(3) the date of adoption of the amendments; and

(4) the number of shares outstanding.
Mont. Code Ann. § 35-18-404 — MT Code / Title 35 / Chapter 18 / Part 4 / Section 35-18-404
35-18-404 Dissolution of cooperative which has not commenced business
Status: in_force

35-18-404 . Dissolution of cooperative which has not commenced business. (1) A cooperative which has not commenced business may dissolve voluntarily by delivering to the secretary of state articles of dissolution, executed on behalf of the cooperative by a majority of the incorporators, which shall state:

(a) the name of the cooperative;

(b) the address of its principal office;

(c) the date of its incorporation;

(d) that the cooperative has not commenced business;

(e) that the amount, if any, actually paid in on account of membership fees, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto and that all easements shall have been released to the grantors;

(f) that no debt of the cooperative remains unpaid; and

(g) that a majority of the incorporators elect that the cooperative be dissolved.

(2) Such articles of dissolution shall be submitted to the secretary of state for filing as provided in this chapter.
Mont. Code Ann. § 35-12-1302 — MT Code / Title 35 / Chapter 12 / Part 13 / Section 35-12-1302
35-12-1302 Application for certificate of authority
Status: in_force

35-12-1302 . Application for certificate of authority. Before transacting business in this state, a foreign limited partnership shall register with the secretary of state. In order to register, a foreign limited partnership shall submit to the secretary of state the application for registration as a foreign limited partnership, signed and sworn to by a general partner and setting forth:

(1) the name of the foreign limited partnership and, if the name does not comply with 35-12-505 , an alternate name adopted pursuant to 35-12-1312 (1);

(2) the name of the state or other jurisdiction under whose law the foreign limited partnership is organized and the date of the foreign limited partnership's formation;

(3) the business mailing address of the foreign limited partnership's principal office and, if the laws of the jurisdiction under which the foreign limited partnership is organized require the foreign limited partnership to maintain an office in that jurisdiction, the business mailing address of the required office;

(4) the information required in 35-7-105 (1);

(5) the name and business mailing address of each of the foreign limited partnership's general partners;

(6) whether the foreign limited partnership is a foreign limited liability limited partnership; and

(7) a statement that the foreign limited partnership has complied with the organizational laws in the jurisdiction in which it is organized and that the foreign limited partnership exists in that jurisdiction.
Mont. Code Ann. § 35-18-201 — MT Code / Title 35 / Chapter 18 / Part 2 / Section 35-18-201
35-18-201 Name
Status: in_force

35-18-201 . Name. (1) The name of each cooperative shall include the words "electric" or "telephone" and "cooperative" and the abbreviation "Inc."; provided, however, such limitations shall not apply if, in an affidavit made by the president or vice-president of a cooperative and filed with the secretary of state, it shall appear that the cooperative desires to transact business in another state and is precluded therefrom by reason of its name.

(2) The name of a cooperative shall distinguish it from the name of any other corporation organized under the laws of or authorized to transact business in this state.

(3) The words "electric" or "telephone" and "cooperative" shall not both be used in the name of any corporation organized under the laws of or authorized to transact business in this state, except a cooperative or a corporation transacting business in this state pursuant to the provisions of this chapter.
Mont. Code Ann. § 35-8-1211 — MT Code / Title 35 / Chapter 8 / Part 12 / Section 35-8-1211
35-8-1211 Effect of conversion -- entity unchanged -- part not exclusive
Status: in_force

35-8-1211 . Effect of conversion -- entity unchanged -- part not exclusive. (1) A partnership or limited partnership that has been converted pursuant to this part is for all purposes the same entity that existed before the conversion.

(2) When a conversion takes effect:

(a) all property owned by the converting partnership or limited partnership vests in the limited liability company;

(b) all debts, liabilities, and other obligations of the converting partnership or limited partnership continue as obligations of the limited liability company;

(c) an action or proceeding pending by or against the converting partnership or limited partnership may be continued as if the conversion had not occurred;

(d) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting partnership or limited partnership vest in the limited liability company; and

(e) except as otherwise provided in the agreement of conversion under 35-8-1210 (3), all of the partners of the converting partnership continue as members of the limited liability company.

(3) The provisions of this part do not preclude an entity from being converted or merged under other provisions of law.
Mont. Code Ann. § 35-18-302 — MT Code / Title 35 / Chapter 18 / Part 3 / Section 35-18-302
35-18-302 Nonliability of members, trustees, and officers for debts of cooperative
Status: in_force

35-18-302 . Nonliability of members, trustees, and officers for debts of cooperative. (1) The private property of the members of a cooperative is exempt from execution for the debts of the cooperative, and a member is not liable or responsible for any debts or obligations of the cooperative.

(2) A trustee or officer of a cooperative or acting for a cooperative is not personally liable to the cooperative or its members for any actions taken or a failure to take action as a trustee or officer unless:

(a) the trustee or officer fails to perform the trustee's or officer's responsibilities, including those provided in 35-18-325 and 35-18-326 ; and

(b) the failure to perform constitutes willful misconduct or recklessness.
Mont. Code Ann. § 35-14-624 — MT Code / Title 35 / Chapter 14 / Part 6 / Section 35-14-624
35-14-624 Share rights -- options -- warrants -- awards
Status: in_force

35-14-624 . Share rights -- options -- warrants -- awards. (1) A corporation may issue rights, options, or warrants for the purchase of shares or other securities of the corporation. The board of directors shall determine:

(a) the terms and conditions upon which the rights, options, or warrants are issued; and

(b) the terms, including the consideration, for which the shares or other securities are to be issued. The authorization by the board of directors for the corporation to issue the rights, options, or warrants constitutes authorization of the issuance of the shares or other securities for which the rights, options, or warrants are exercisable.

(2) The terms and conditions of the rights, options, or warrants may include restrictions or conditions that:

(a) preclude or limit the exercise, transfer, or receipt of the rights, options, or warrants by any person owning or offering to acquire a specified number or percentage of the outstanding shares or other securities of the corporation or by any transferee of the person; or

(b) invalidate or void the rights, options, or warrants held by any person or transferee described in subsection (2)(a).

(3) The board of directors may authorize one or more officers to:

(a) designate the recipients of rights, options, warrants, or other equity compensation awards that involve the issuance of shares; and

(b) determine, within an amount and subject to any other limitations established by the board of directors and, if applicable, the shareholders, the number of rights, options, warrants, or other equity compensation awards and the terms of the rights, options, warrants, or awards to be received by the recipients, provided that an officer may not use this authority to designate the officer or any other person the board of directors may specify as a recipient of those rights, options, warrants, or other equity compensation awards.
Mont. Code Ann. § 35-14-704 — MT Code / Title 35 / Chapter 14 / Part 7 / Section 35-14-704
35-14-704 Action without meeting
Status: in_force

35-14-704 . Action without meeting. (1) Action required or permitted by this chapter to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action must be evidenced by one or more written consents bearing the date of signature and describing the action taken, be signed by all the shareholders entitled to vote on the action, and be delivered to the corporation for filing by the corporation with the minutes or corporate records.

(2) The articles of incorporation may provide that any action required or permitted by this chapter to be taken at a shareholders' meeting may be taken without a meeting, and without prior notice, if consents in writing setting forth the action to be taken are signed by the holders of outstanding shares having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. However, if a corporation's articles of incorporation authorize shareholders to cumulate their votes when electing directors pursuant to 35-14-728 , directors may not be elected by less than unanimous written consent. A written consent must bear the date of signature of the shareholder who signs the consent and be delivered to the corporation for filing by the corporation with the minutes or corporate records.

(3) If not otherwise fixed under 35-14-707 and if prior action by the board of directors is not required respecting the action to be taken without a meeting, the record date for determining the shareholders entitled to take action without a meeting is the first date on which a signed written consent is delivered to the corporation. If not otherwise fixed under 35-14-707 and if prior action by the board of directors is required respecting the action to be taken without a meeting, the record date is the close of business on the day the resolution of the board of directors taking the prior action is adopted. No written consent is effective to take the corporate action referred to in the consent unless, within 60 days of the earliest date on which a consent delivered to the corporation as required by this section was signed, written consents signed by sufficient shareholders to take the action have been delivered to the corporation. A written consent may be revoked by a writing to that effect delivered to the corporation before unrevoked written consents sufficient in number to take the corporate action have been delivered to the corporation.

(4) A consent signed pursuant to the provisions of this section has the effect of a vote taken at a meeting and may be described in that manner in any document. Unless the articles of incorporation, the bylaws, or a resolution of the board of directors provides for a reasonable delay to permit tabulation of written consents, the action taken by written consent is effective when written consents signed by sufficient shareholders to take the action have been delivered to the corporation.

(5) If this chapter requires that notice of a proposed action be given to nonvoting shareholders and the action is to be taken by written consent of the voting shareholders, the corporation shall give its nonvoting shareholders written notice of the action not more than 10 days after:

(a) written consents sufficient to take the action have been delivered to the corporation; or

(b) the date on which tabulation of consents is completed pursuant to an authorization under subsection (4). The notice must reasonably describe the action taken and contain or be accompanied by the same material that, under any provision of this chapter, would have been required to be sent to nonvoting shareholders in a notice of a meeting at which the proposed action would have been submitted to the shareholders for action.

(6) If action is taken by less than unanimous written consent of the voting shareholders, the corporation shall give its nonconsenting voting shareholders written notice of the action not more than 10 days after:

(a) written consents sufficient to take the action have been delivered to the corporation; or

(b) the date on which tabulation of consents is completed pursuant to an authorization under subsection (4). The notice must reasonably describe the action taken and contain or be accompanied by the same material that, under any provision of this chapter, would have been required to be sent to voting shareholders in a notice of a meeting at which the action would have been submitted to the shareholders for action.

(7) The notice requirements in subsections (5) and (6) may not delay the effectiveness of actions taken by written consent, and a failure to comply with those notice requirements does not invalidate actions taken by written consent. However, this subsection may not be considered to limit judicial power to fashion any appropriate remedy in favor of a shareholder adversely affected by a failure to give notice within the required time period.
Mont. Code Ann. § 35-14-1602 — MT Code / Title 35 / Chapter 14 / Part 16 / Section 35-14-1602
35-14-1602 Inspection rights of shareholders
Status: in_force

35-14-1602 . Inspection rights of shareholders. (1) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in 35-14-1601 (1), excluding minutes of meetings of and records of actions taken without a meeting by the corporation's board of directors and board committees established under 35-14-825 , if the shareholder gives the corporation a signed written notice of the shareholder's demand at least 5 business days before the date on which the shareholder wishes to inspect and copy.

(2) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (3) and gives the corporation a signed written notice of the shareholder's demand at least 5 business days before the date on which the shareholder wishes to inspect and copy:

(a) the financial statements of the corporation maintained in accordance with 35-14-1601 (2);

(b) accounting records of the corporation;

(c) excerpts from minutes of any meeting of or records of any actions taken without a meeting by the corporation's board of directors and board committees maintained in accordance with 35-14-1601 (1); and

(d) the record of shareholders maintained in accordance with 35-14-1601 (4).

(3) A shareholder may inspect and copy the records described in subsection (2) only if:

(a) the shareholder's demand is made in good faith and for a proper purpose;

(b) the shareholder's demand describes with reasonable particularity the shareholder's purpose and the records the shareholder desires to inspect; and

(c) the records are directly connected with the shareholder's purpose.

(4) The corporation may impose reasonable restrictions on the confidentiality, use, or distribution of records described in subsection (2).

(5) For any meeting of shareholders for which the record date for determining shareholders entitled to vote at the meeting is different from the record date for notice of the meeting, any person who becomes a shareholder subsequent to the record date for notice of the meeting and is entitled to vote at the meeting is entitled to obtain from the corporation upon request the notice and any other information provided by the corporation to shareholders in connection with the meeting unless the corporation has made the information generally available to shareholders by posting it on its website or by other generally recognized means. Failure of a corporation to provide this information does not affect the validity of action taken at the meeting.

(6) The right of inspection granted by this section may not be abolished or limited by a corporation's articles of incorporation or bylaws.

(7) This section does not affect:

(a) the right of a shareholder to inspect records under 35-14-720 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or

(b) the power of a court, independently of this chapter, to compel the production of corporate records for examination and to impose reasonable restrictions as provided in 35-14-1604 (3) if, in the case of production of records described in subsection (2) of this section at the request of a shareholder, the shareholder has met the requirements of subsection (3) of this section.

(8) For purposes of this section, "shareholder" means a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner.
Mont. Code Ann. § 35-14-1330 — MT Code / Title 35 / Chapter 14 / Part 13 / Section 35-14-1330
35-14-1330 Judicial appraisal of shares -- court action
Status: in_force

35-14-1330 . Judicial appraisal of shares -- court action. (1) If a shareholder makes demand for payment under 35-14-1326 that remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the 60-day period, it shall pay in cash to each shareholder the amount the shareholder demanded pursuant to 35-14-1326 , plus interest.

(2) The corporation shall commence the proceeding in the district court of the county in which its principal office is located or, if its principal office is not located in this state, in the first judicial district.

(3) The corporation shall make all shareholders, regardless of whether they are residents of this state, whose demands remain unsettled parties to the proceeding as in an action against their shares, and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.

(4) The jurisdiction of the court in which the proceeding is commenced under subsection (2) is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the powers described in the order appointing them or in any amendment to it. The shareholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings. There is no right to a jury trial.

(5) Each shareholder made a party to the proceeding is entitled to judgment:

(a) for the amount, if any, by which the court finds the fair value of the shareholder's shares exceeds the amount paid by the corporation to the shareholder for the shares, plus interest; or

(b) for the fair value, plus interest, of the shareholder's shares for which the corporation elected to withhold payment under 35-14-1325 .
Mont. Code Ann. § 35-12-707 — MT Code / Title 35 / Chapter 12 / Part 7 / Section 35-12-707
35-12-707 Limited duties of limited partners
Status: in_force

35-12-707 . Limited duties of limited partners. (1) A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner.

(2) A limited 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.

(3) A limited partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the limited partner's conduct furthers the limited partner's own interest.
Mont. Code Ann. § 35-12-1504 — MT Code / Title 35 / Chapter 12 / Part 15 / Section 35-12-1504
35-12-1504 Filings required for conversion -- effective date
Status: in_force

35-12-1504 . Filings required for conversion -- effective date. (1) After a plan of conversion is approved:

(a) a converting limited partnership shall deliver to the secretary of state for filing articles of conversion, which must include:

(i) a statement that the limited partnership has been converted into another organization;

(ii) the name and form of the organization and the jurisdiction of its governing statute;

(iii) the date the conversion is effective under the governing statute of the converted organization;

(iv) a statement that the conversion was approved as required by this chapter;

(v) a statement that the conversion was approved as required by the governing statute of the converted organization;

(vi) if the converted 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 35-12-1505 (3); and

(vii) a statement that the certificate of limited partnership is to be canceled as of the date on which the conversion took effect; and

(b) if the converting organization is not a converting limited partnership, the converting organization shall deliver to the secretary of state for filing a certificate of limited partnership, which must include, in addition to the information required by 35-12-601 :

(i) a statement that the limited partnership was converted from another organization;

(ii) the name and form of the organization and the jurisdiction of its governing statute; and

(iii) a statement that the conversion was approved in a manner that complied with the organization's governing statute.

(2) In the case of a limited partnership, the filing of articles of organization under subsection (1)(a) cancels its certificate of limited partnership as of the date on which the conversion took effect.

(3) A conversion becomes effective:

(a) if the converted organization is a limited partnership, when the certificate of limited partnership takes effect; and

(b) if the converted organization is not a limited partnership, as provided by the governing statute of the converted organization.
Mont. Code Ann. § 35-10-401 — MT Code / Title 35 / Chapter 10 / Part 4 / Section 35-10-401
35-10-401 Partner's rights and duties
Status: in_force

35-10-401 . Partner's rights and duties. (1) A partnership shall establish an account for each partner. The partnership shall credit the account with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, that the partner contributes to the partnership and the partner's share of the partnership profits. The partnership shall charge the account with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses. However, the partner is personally liable for the charges only as provided in 35-10-307 and 35-10-629 .

(2) A partnership shall credit each partner's account with an equal share of the partnership profits. A partnership shall charge each partner with a share of the partnership losses, whether capital or operating, in proportion to the partner's share of the profits. However, a partner is personally liable for the charges as provided in 35-10-307 and 35-10-629 .

(3) A partnership shall indemnify each partner for payments reasonably made and liabilities reasonably incurred by the partner in the ordinary and proper conduct of the business of the partnership or for the preservation of its business or property. However, a partner is not personally liable for the indemnification obligation of the partnership, except to the extent that the partner would be personally liable under 35-10-307 or 35-10-629 for the liabilities incurred by the indemnified partner.

(4) A partnership shall repay a partner who, in aid of the partnership, makes a payment or advance beyond the amount of capital the partner agreed to contribute.

(5) A payment made by a partner that gives rise to a partnership obligation under subsection (3) or (4) constitutes a loan to the partnership. Interest accrues from the date of the payment or advance.

(6) Each partner has equal rights in the management and conduct of the partnership business.

(7) A partner may use or possess partnership property only on behalf of the partnership.

(8) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.

(9) A person may become a partner only with the consent of all the partners.

(10) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all the partners.

(11) This section does not affect the obligations of a partnership to other persons under 35-10-301 .
Mont. Code Ann. § 35-12-1522 — MT Code / Title 35 / Chapter 12 / Part 15 / Section 35-12-1522
35-12-1522 Part not exclusive
Status: in_force

35-12-1522 . Part not exclusive. This part does not preclude an entity from being converted or merged under other law.
Mont. Code Ann. § 35-12-1313 — MT Code / Title 35 / Chapter 12 / Part 13 / Section 35-12-1313
35-12-1313 Revocation of certificate of authority
Status: in_force

35-12-1313 . Revocation of certificate of authority. (1) A certificate of authority of a foreign limited partnership to transact business in this state may be revoked by the secretary of state in the manner provided in subsections (2) and (3) if the foreign limited partnership does not:

(a) pay any fee, tax, or penalty due to the secretary of state under this chapter or other law;

(b) appoint and maintain an agent for service of process as required by 35-7-105 ; or

(c) deliver for filing a statement of a change under 35-7-108 within 30 days after a change has occurred in the name or address of the agent.

(2) In order to revoke a certificate of authority, the secretary of state shall prepare, sign, and file a notice of revocation and deliver a copy to the foreign limited partnership's agent for service of process in this state or, if the foreign limited partnership does not appoint and maintain a proper agent in this state, to the foreign limited partnership's designated office. The notice must state:

(a) the revocation's effective date, which must be at least 60 days after the date the secretary of state sends the copy; and

(b) the foreign limited partnership's failures to comply with subsection (1) that are the reason for the revocation.

(3) The authority of the foreign limited partnership to transact business in this state ceases on the effective date of the notice of revocation unless before that date the foreign limited partnership cures each failure to comply with subsection (1) stated in the notice. If the foreign limited partnership cures the failures, the secretary of state shall so indicate on the filed notice.
Mont. Code Ann. § 35-18-207 — MT Code / Title 35 / Chapter 18 / Part 2 / Section 35-18-207
35-18-207 Bylaws
Status: repealed

35-18-207 . Bylaws. (1) The original bylaws of a cooperative must be adopted by its board of trustees.

(2) (a) Except as provided in subsection (2)(b), after adoption of original bylaws, the bylaws must be adopted, amended, or repealed by its members.

(b) If bylaws do not enable remote communication, the board may hold a remote meeting of the members for the purpose of member consideration of bylaw changes needed to authorize the board, at its discretion, to utilize remote communication.

(3) The bylaws must set forth the rights and duties of members and trustees and may contain other provisions for the regulation and management of the affairs of the cooperative not inconsistent with this chapter or with the articles of incorporation.
Mont. Code Ann. § 35-14-743 — MT Code / Title 35 / Chapter 14 / Part 7 / Section 35-14-743
35-14-743 Stay of proceedings
Status: in_force

35-14-743 . Stay of proceedings. If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for any period the court considers appropriate.
Mont. Code Ann. § 35-15-404 — MT Code / Title 35 / Chapter 15 / Part 4 / Section 35-15-404
35-15-404 Share exempt from attachment and execution -- sale upon death of member
Status: in_force

35-15-404 . Share exempt from attachment and execution -- sale upon death of member. (1) The share, not exceeding the par value of $500, of each member is exempt from seizure on attachment or sale under execution.

(2) Upon a member's death, the share must be sold by the association and the proceeds, after deducting all liabilities to the association, must be delivered to the deceased member's heirs.
Mont. Code Ann. § 35-15-507 — MT Code / Title 35 / Chapter 15 / Part 5 / Section 35-15-507
35-15-507 Statute of limitations
Status: in_force

35-15-507 . Statute of limitations. No action may be maintained to invalidate any sale, merger, or consolidation taken pursuant to this chapter because of the manner of its adoption unless the action is commenced within 2 years after the date of filing same.
Mont. Code Ann. § 35-2-613 — MT Code / Title 35 / Chapter 2 / Part 6 / Section 35-2-613
35-2-613 Merger with foreign corporation
Status: in_force

35-2-613 . Merger with foreign corporation. (1) Except as provided in 35-2-609 , one or more foreign business or nonprofit corporations may merge with one or more domestic nonprofit corporations if:

(a) the merger is permitted by the law of the state, tribe, or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger; or

(b) the foreign corporation complies with 35-2-611 if it is the surviving corporation of the merger; and

(c) each domestic nonprofit corporation complies with the applicable provisions of 35-2-608 through 35-2-610 and, if it is the surviving corporation of the merger, with the provisions of 35-2-611 .

(2) When the merger takes effect, the surviving foreign business or nonprofit corporation may be served with process in any proceeding brought against it as provided in 35-7-113 .
Mont. Code Ann. § 35-17-502 — MT Code / Title 35 / Chapter 17 / Part 5 / Section 35-17-502
35-17-502 Plan of merger or consolidation
Status: in_force

35-17-502 . Plan of merger or consolidation. Before an association may merge or consolidate with any other association, a written plan of merger or consolidation shall be prepared by the board of directors of one or both associations, by a committee appointed for that purpose by the board of directors of one or both associations, or by a committee composed of at least 10% of the stockholders of one of the associations concerned. Such plan shall set forth all the terms of the merger or consolidation and the proposed effect thereof on each of the stockholders of the associations concerned. In the case of consolidation, the plan shall also contain a copy of the proposed articles for the new association to be formed.
Mont. Code Ann. § 35-18-311 — MT Code / Title 35 / Chapter 18 / Part 3 / Section 35-18-311
35-18-311 Board of trustees -- number -- qualifications -- removal -- compensation -- husband and wife
Status: in_force

35-18-311 . Board of trustees -- number -- qualifications -- removal -- compensation -- husband and wife. (1) The business and affairs of a cooperative must be managed by a board of not less than five trustees, each of whom must be a member of the cooperative or of another cooperative that is a member of the cooperative. The bylaws must prescribe the number of trustees, their qualifications, other than those provided for in this chapter, the manner of holding meetings of the board of trustees and of the election of successors to trustees who resign, die, or are otherwise incapable of acting. The bylaws may also provide for the removal of trustees from office and for the election of their successors.

(2) Without approval of the membership, trustees:

(a) may not receive any salaries for their services as trustees, except trustees may receive the same insurance coverage provided to cooperative employees; and

(b) except in emergencies, may not be employed by the cooperative in any capacity involving compensation.

(3) The bylaws may provide that the board of trustees may establish a fixed sum, including expenses of attendance, if any, to be allowed for:

(a) attendance at each meeting of the board of trustees or any committee of the board of trustees; or

(b) representing the cooperative at any meeting or on any business whenever representation has been approved by the board.

(4) If a husband and wife hold joint membership in a cooperative, either one but not both may be elected a trustee.

(5) The policies of the cooperative may provide that benefits provided to employees may be extended to trustees.
Mont. Code Ann. § 35-8-209 — MT Code / Title 35 / Chapter 8 / Part 2 / Section 35-8-209
35-8-209 Administrative dissolution -- rules
Status: in_force

35-8-209 . Administrative dissolution -- rules. (1) A domestic limited liability company may be dissolved involuntarily by order of the secretary of state if the limited liability company:

(a) (i) has failed for 60 days after a change of its registered agent to file in the office of the secretary of state a statement of the change; or

(ii) has failed for 60 days to appoint and maintain a registered agent in this state;

(b) has failed for 140 days to file its annual report within the time required by law;

(c) has failed to remit any fees required by law;

(d) procured its certificate of existence through fraud; or

(e) has exceeded or abused the authority conferred upon it by law and the excesses or abuses have continued after a written notice of the alleged excesses or abuses has been received from the secretary of state by the registered agent of the limited liability company.

(2) If dissolution is sought under subsection (1)(d) or (1)(e), the secretary of state may dissolve a limited liability company when an alleged violation of subsection (1)(d) or (1)(e) is established by an order of a district court. In addition to any other person authorized by law, the secretary of state or the attorney general may maintain an action in district court to implement the provisions of this section.
Mont. Code Ann. § 35-16-301 — MT Code / Title 35 / Chapter 16 / Part 3 / Section 35-16-301
35-16-301 Members and membership lands
Status: in_force

35-16-301 . Members and membership lands. The members of a corporation or district organized hereunder shall be called "members". The lands included by such members shall be called "membership lands".
Mont. Code Ann. § 35-12-1214 — MT Code / Title 35 / Chapter 12 / Part 12 / Section 35-12-1214
35-12-1214 Other claims against dissolved limited partnership
Status: in_force

35-12-1214 . Other claims against dissolved limited partnership. (1) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice.

(2) The notice must:

(a) be published at least once in a newspaper of general circulation in the county in which the dissolved limited partnership's principal office is located or, if it has none in this state, in the county in which the limited partnership's designated office is or was last located;

(b) describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent;

(c) state that a claim against the limited partnership is barred unless an action to enforce the claim is commenced within 5 years after publication of the notice; and

(d) unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner that is based on 35-12-803 .

(3) If a dissolved limited partnership publishes a notice in accordance with subsection (2), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the dissolved limited partnership within 5 years after the publication date of the notice:

(a) a claimant that did not receive notice in a record under 35-12-1213 ;

(b) a claimant whose claim was timely sent to the dissolved limited partnership but not acted on; and

(c) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.

(4) A claim not barred under this section may be enforced:

(a) against the dissolved limited partnership to the extent of its undistributed assets;

(b) if the assets have been distributed in liquidation, against a partner or transferee to the extent of that person's proportionate share of the claim or the limited partnership's assets distributed to the partner or transferee in liquidation, whichever is less, but a person's total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person as part of the winding up of the dissolved limited partnership; or

(c) against any person liable on the claim under 35-12-803 .
Mont. Code Ann. § 35-2-231 — MT Code / Title 35 / Chapter 2 / Part 2 / Section 35-2-231
35-2-231 Class voting by members on amendments
Status: in_force

35-2-231 . Class voting by members on amendments. (1) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a manner different from the manner in which the amendment would affect another class or members of another class.

(2) Members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would:

(a) affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different from the manner in which the amendment would affect another class;

(b) change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class;

(c) increase or decrease the number of memberships authorized for that class;

(d) increase the number of memberships authorized for another class;

(e) cause an exchange, reclassification, or termination of all or part of the memberships of that class; or

(f) authorize a new class of memberships.

(3) The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the bylaws only if a class vote is provided for in the articles or bylaws.

(4) If a class is to be divided into two or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment.

(5) If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.

(6) A class of members is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment.
Mont. Code Ann. § 35-8-1011 — MT Code / Title 35 / Chapter 8 / Part 10 / Section 35-8-1011
35-8-1011 Grounds for revocation
Status: in_force

35-8-1011 . Grounds for revocation. The secretary of state may commence a proceeding under 35-8-1012 to revoke the certificate of authority of a foreign limited liability company authorized to transact business in this state if:

(1) the foreign limited liability company does not deliver its annual report to the secretary of state within 140 days after it is due;

(2) the foreign limited liability company is without a registered agent or registered office in this state for 60 days or more;

(3) the foreign limited liability company does not inform the secretary of state that its registered agent has changed or resigned within 60 days of the change or resignation; or

(4) the secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of company records in the state, tribe, or country under whose law the foreign limited liability company is organized, stating that it has been dissolved or disappeared as the result of a merger.
Mont. Code Ann. § 35-12-1402 — MT Code / Title 35 / Chapter 12 / Part 14 / Section 35-12-1402
35-12-1402 Proper plaintiff
Status: in_force

35-12-1402 . Proper plaintiff. A derivative action may be maintained only by a person that is a partner at the time the action is commenced and:

(1) that was a partner when the conduct giving rise to the action occurred; or

(2) whose status as a partner devolved by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct.
Mont. Code Ann. § 35-7-117 — MT Code / Title 35 / Chapter 7 / Part 1 / Section 35-7-117
35-7-117 Relation to Electronic Signatures in Global and National Commerce Act
Status: in_force

35-7-117 . Relation to Electronic Signatures in Global and National Commerce Act. This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. 7001, et seq., but does not modify, limit, or supersede section 101(c) of that act, 15 U.S.C. 7001(c), or authorize delivery of any of the notices described in section 103(b) of that act, 15 U.S.C. 7003(b).
Mont. Code Ann. § 35-14-934 — MT Code / Title 35 / Chapter 14 / Part 9 / Section 35-14-934
35-14-934 Amendment of plan of conversion -- abandonment
Status: in_force

35-14-934 . Amendment of plan of conversion -- abandonment. (1) A plan of conversion of a converting entity that is a domestic corporation may be amended:

(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 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 eligible interests or other securities, obligations, rights to acquire eligible interests or other securities, cash, other property, or any combination to be received by any of the shareholders of the converting corporation under the plan;

(ii) the organic rules of the converted entity that will be in effect immediately after the conversion becomes effective except changes that do not require approval of the eligible interest holders of the converted entity under its organic law or organic rules; or

(iii) any other terms or conditions of the plan if the change would adversely affect those shareholders in any material respect.

(2) After a plan of conversion has been approved by a converting entity that is a domestic corporation in the manner required by 35-14-930 through 35-14-935 and before the articles of conversion become effective, the plan may be abandoned by the corporation without action by its shareholders in accordance with any procedures set forth in the plan or, if no procedures are set forth in the plan, in the manner determined by the board of directors.

(3) If a conversion is abandoned after the articles of conversion have been delivered to the secretary of state for filing and before the articles of conversion become effective, articles of abandonment, signed by the converting entity, must be delivered to the secretary of state for filing before the articles of conversion become effective. The articles of abandonment take effect on filing, and the conversion is abandoned and does not become effective. The articles of abandonment must contain:

(a) the name of the converting entity;

(b) the date on which the articles of conversion were filed by the secretary of state; and

(c) a statement that the conversion has been abandoned in accordance with this section.
Mont. Code Ann. § 35-12-508 — MT Code / Title 35 / Chapter 12 / Part 5 / Section 35-12-508
35-12-508 Required information
Status: in_force

35-12-508 . Required information. A limited partnership shall maintain at its principal office the following information:

(1) a current list showing the full name and last-known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order;

(2) a copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed;

(3) a copy of any filed articles of conversion or merger;

(4) a copy of the limited partnership's federal, state, and local income tax returns and reports, if any, for the 3 most recent years;

(5) a copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement;

(6) a copy of any financial statement of the limited partnership for the 3 most recent years;

(7) a copy of any record made by the limited partnership during the past 3 years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement; and

(8) unless contained in a partnership agreement made in a record, a record stating:

(a) the amount of cash and a description and statement of the agreed value of the other benefits contributed and agreed to be contributed by each partner;

(b) the times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;

(c) for any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and

(d) any events, upon the happening of which, the limited partnership is to be dissolved and its activities wound up.
Mont. Code Ann. § 35-12-1018 — MT Code / Title 35 / Chapter 12 / Part 10 / Section 35-12-1018
35-12-1018 Dissociation as general partner
Status: in_force

35-12-1018 . Dissociation as general partner. A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events:

(1) the limited partnership's having notice of the person's express will to withdraw as a general partner or on a later date specified by the person;

(2) an event agreed to in the partnership agreement as causing the person's dissociation as a general partner;

(3) the person's expulsion as a general partner pursuant to the partnership agreement;

(4) the person's expulsion as a general partner by the unanimous consent of the other partners if:

(a) it is unlawful to carry on the limited partnership's activities with the person as a general partner;

(b) there has been a transfer of all or substantially all of the person's transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the person's interest, which has not been foreclosed;

(c) the person is a corporation and, within 90 days after the limited partnership notifies the person that it will be expelled as a general partner because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or

(d) the person is a limited liability company or partnership that has been dissolved and whose business is being wound up;

(5) on application by the limited partnership, the person's expulsion as a general partner by judicial determination because:

(a) the person engaged in wrongful conduct that adversely and materially affected the limited partnership activities;

(b) the person willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under 35-12-811 ; or

(c) the person engaged in conduct relating to the limited partnership's activities that makes it not reasonably practicable to carry on the activities of the limited partnership with the person as a general partner;

(6) the person's:

(a) becoming a debtor in bankruptcy;

(b) execution of an assignment for the benefit of creditors;

(c) seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person's property; or

(d) failure, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the general partner or of all or substantially all of the person's property obtained without the person's consent or acquiescence or failing within 90 days after the expiration of a stay to have the appointment vacated;

(7) in the case of a person who is an individual:

(a) the person's death;

(b) the appointment of a guardian or general conservator for the person; or

(c) a judicial determination that the person has otherwise become incapable of performing the person's duties as a general partner under the partnership agreement;

(8) in the case of a person that is a trust or is acting as a general partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor trustee;

(9) in the case of a person that is an estate or is acting as a general partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor personal representative;

(10) termination of a general partner that is not an individual, partnership, limited liability company, corporation, trust, or estate; or

(11) the limited partnership's participation in a conversion or merger under Title 35, chapter 12, part 15, if the limited partnership:

(a) is not the converted or surviving entity; or

(b) is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a general partner.
Mont. Code Ann. § 35-10-113 — MT Code / Title 35 / Chapter 10 / Part 1 / Section 35-10-113
35-10-113 Filing with secretary of state
Status: in_force

35-10-113 . Filing with secretary of state. (1) A signed statement filed pursuant to this chapter must be delivered to the secretary of state. If the secretary of state determines that the statement conforms to the filing provisions of this chapter and all required filing fees have been paid, the secretary of state shall:

(a) endorse on the signed statement the word "filed" and the date and time of acceptance for filing;

(b) retain the signed statement in the secretary of state's files; and

(c) send a certification letter to the person who filed the statement or the person's representative.

(2) The secretary of state may by rule prescribe and furnish forms or computer formats for any statement to be filed with the secretary of state under this chapter. If the secretary of state requires it, the use of any forms or formats is mandatory.

(3) All partnerships filing statements pursuant to this chapter shall first register the business name as an assumed business name pursuant to Title 30, chapter 13, part 2.
Mont. Code Ann. § 35-21-840 — MT Code / Title 35 / Chapter 21 / Part 8 / Section 35-21-840
35-21-840 Records
Status: in_force

35-21-840 . Records. (1) A record must be kept of the ownership of all plots in the mausoleum and columbarium that have been conveyed by the mausoleum-columbarium authority and of all transfers of plots. The transfer of any plot or any right of interment is not complete or effective until recorded on the books of the mausoleum-columbarium authority.

(2) The mausoleum-columbarium authority in charge of any mausoleum or columbarium in which interments are made shall keep a record of all remains, including cremated remains, interred on the premises under its charge, in each case stating the name of each deceased person, date of interment, and name and address of the funeral director.

(3) The records required under this section must be open to inspection during the customary office hours of the mausoleum-columbarium authority.
Mont. Code Ann. § 35-8-1404 — MT Code / Title 35 / Chapter 8 / Part 14 / Section 35-8-1404
35-8-1404 Approval of domestication
Status: in_force

35-8-1404 . Approval of domestication. (1) A plan of domestication is not effective unless it has been approved:

(a) by a domestic domesticating entity:

(i) in accordance with the requirements, if any, in its organic rules for approval of a domestication;

(ii) if its organic rules do not provide for approval of a domestication, in accordance with the requirements, if any, in its organic law and organic rules for approval of a merger, as if the domestication were a merger; or

(iii) by all of the interest holders of the entity entitled to vote on or consent to any matter if its organic law or organic rules do not provide for approval of a domestication or a merger; and

(b) in a record, by each interest holder of a domestic domesticating entity that will have interest holder liability for debts, obligations, and other liabilities that arise after the domestication becomes effective, unless the entity is not a nonprofit corporation for which:

(i) the organic rules of the entity in a record provide for the approval of a domestication in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders; and

(ii) the interest holder consented in a record to or voted for that provision of the organic rules or became an interest holder after the adoption of that provision.

(2) A domestication of a foreign domesticating entity is not effective unless it is approved in accordance with the law of the foreign entity's jurisdiction of formation.
Mont. Code Ann. § 35-12-1514 — MT Code / Title 35 / Chapter 12 / Part 15 / Section 35-12-1514
35-12-1514 Effect of merger
Status: in_force

35-12-1514 . Effect of merger. (1) When a merger becomes effective:

(a) the surviving organization continues or comes into existence;

(b) each constituent organization that merges into the surviving organization ceases to exist as a separate entity;

(c) all property owned by each constituent organization that ceases to exist vests in the surviving organization;

(d) all debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization;

(e) an action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred;

(f) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;

(g) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;

(h) except as otherwise agreed, if a constituent limited partnership ceases to exist, the merger does not dissolve the limited partnership for the purposes of chapter 12;

(i) if the surviving organization is created by the merger:

(i) if it is a limited partnership, the certificate of limited partnership becomes effective; or

(ii) if it is an organization other than a limited partnership, the organizational document that creates the organization becomes effective; and

(j) if the surviving organization preexists the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective.

(2) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization if before the merger the constituent organization was subject to suit in this state on the obligation. A surviving organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for the purposes of enforcing an obligation under this subsection. Service on the secretary of state under this subsection is made in the same manner and with the same consequences as in 35-7-113 .
Mont. Code Ann. § 35-17-311 — MT Code / Title 35 / Chapter 17 / Part 3 / Section 35-17-311
35-17-311 Directors -- election -- compensation -- interest in contracts -- vacancies
Status: in_force

35-17-311 . Directors -- election -- compensation -- interest in contracts -- vacancies. (1) The affairs of the association must be managed by a board of not less than five directors elected by the members or stockholders from their own number. The bylaws may provide that the territory in which the association has members must be divided into districts and that the directors must be elected according to the districts. In that case, the bylaws must specify the number of directors to be elected by each district, the manner and method of reapportioning the directors, and the manner and method of redistricting the territory covered by the association. The bylaws may provide that primary elections must be held in each district to elect the directors apportioned to the districts, and the result of all primary elections must be ratified by the next regular meeting of the association.

(2) An association may provide a fair remuneration for the time actually spent by its officers and directors in its service.

(3) A director during the term of office may not be a party to a contract for profit with the association differing in any way from the business relations accorded regular members or holders of common stock of the association or to any other kind of contract differing from terms generally current in that district.

(4) When a vacancy on the board of directors occurs, other than by expiration of a term, the remaining members of the board by a majority vote shall fill the vacancy unless the bylaws provide for an election of directors by district. In that case, the board of directors shall immediately call a special meeting of the members or stockholders in that district to fill the vacancy.
Mont. Code Ann. § 35-14-1302 — MT Code / Title 35 / Chapter 14 / Part 13 / Section 35-14-1302
35-14-1302 Right to appraisal
Status: reserved

35-14-1302 . Right to appraisal. (1) A shareholder is entitled to appraisal rights and to obtain payment of the fair value of that shareholder's shares in the event of any of the following corporate actions:

(a) consummation of a merger to which the corporation is a party if:

(i) shareholder approval is required for the merger by 35-14-1104 or would be required but for the provisions of 35-14-1104 (10), except that appraisal rights are not available to any shareholder of the corporation with respect to shares of any class or series that remain outstanding after consummation of the merger; or

(ii) the corporation is a subsidiary and the merger is governed by 35-14-1105 ;

(b) consummation of a share exchange to which the corporation is a party the shares of which will be acquired, except that appraisal rights may not be available to any shareholder of the corporation with respect to any class or series of shares of the corporation that is not acquired in the share exchange;

(c) consummation of a disposition of assets pursuant to 35-14-1202 if the shareholder is entitled to vote on the disposition, except that appraisal rights are not available to any shareholder of the corporation with respect to shares of any class or series if:

(i) under the terms of the corporate action approved by the shareholders, the corporation's net assets, in excess of a reasonable amount reserved to meet claims of the type described in 35-14-1406 and 35-14-1407 , are to be distributed to shareholders in cash:

(A) within 1 year after the shareholders' approval of the action; and

(B) in accordance with their respective interests determined at the time of distribution; and

(ii) the disposition of assets is not an interested transaction;

(d) an amendment of the articles of incorporation with respect to a class or series of shares that reduces the number of shares of a class or series owned by the shareholder to a fraction of a share if the corporation has the obligation or right to repurchase the fractional share created;

(e) any other merger, share exchange, disposition of assets, or amendment to the articles of incorporation, in each case to the extent provided by the articles of incorporation, the bylaws, or a resolution of the board of directors;

(f) consummation of a domestication pursuant to 35-14-920 if the shareholder does not receive shares in the foreign corporation resulting from the domestication that have terms as favorable to the shareholder in all material respects, and represent at least the same percentage interest of the total voting rights of the outstanding shares of the foreign corporation, as the shares held by the shareholder before the domestication;

(g) consummation of a conversion of the corporation to a nonprofit corporation pursuant to 35-14-930 ; or

(h) consummation of a conversion of the corporation to an unincorporated entity pursuant to 35-14-930 .

(2) Notwithstanding subsection (1), the availability of appraisal rights under subsections (1)(a), (1)(b), (1)(c), (1)(d), (1)(f) and (1)(h) is limited in accordance with the following provisions:

(a) Appraisal rights are not available for the holders of shares of any class or series of shares that is:

(i) a covered security under section 18(b)(1)(A) or (B) of the Securities Act of 1933;

(ii) traded in an organized market and has at least 2,000 shareholders and a market value of at least $20 million, exclusive of the value of shares of that class or series held by the corporation's subsidiaries, senior executives, and directors and by any beneficial shareholder and any voting trust beneficial owner owning more than 10% of those shares; or

(iii) issued by an open-end management investment company registered with the United States securities and exchange commission under the Investment Company Act of 1940 and that may be redeemed at the option of the holder at net asset value.

(b) The applicability of subsection (2)(a) must be determined as of:

(i) the record date fixed to determine the shareholders entitled to receive notice of the meeting of shareholders to act upon the corporate action requiring appraisal rights or, in the case of an offer made pursuant to 35-14-1104 (10), the date of the offer; or

(ii) if there is no meeting of shareholders and no offer made pursuant to 35-14-1104 (10), the day before the consummation of the corporate action or effective date of the amendment of the articles of incorporation, as applicable.

(c) Subsection (2)(a) is not applicable and appraisal rights are available pursuant to subsection (1) for the holders of any class or series of shares:

(i) who are required by the terms of the corporate action requiring appraisal rights to accept for those shares anything other than cash or shares of any class or any series of shares of any corporation, or any other proprietary interest of any other entity, that satisfies the standards set forth in subsection (2)(a) at the time the corporate action becomes effective; or

(ii) in the case of the consummation of a disposition of assets pursuant to 35-14-1202 , unless the cash, shares, or proprietary interests received in the disposition are, under the terms of the corporate action approved by the shareholders, to be distributed to the shareholders as part of a distribution to shareholders of the net assets of the corporation in excess of a reasonable amount to meet claims of the type described in 35-14-1406 and 35-14-1407 :

(A) within 1 year after the shareholders' approval of the action; and

(B) in accordance with their respective interests determined at the time of the distribution.

(d) Subsection (2)(a) is not applicable and appraisal rights must be available pursuant to subsection (1) for the holders of any class or series of shares where the corporate action is an interested transaction.

(3) Notwithstanding any other provision of this section, the articles of incorporation as originally filed or any amendment to the articles of incorporation may limit or eliminate appraisal rights for any class or series of preferred shares, except that:

(a) no limitation or elimination is effective if the class or series does not have the right to vote separately as a voting group, alone or as part of a group, on the action or if the action is a conversion under 35-14-930 or a merger having a similar effect as a conversion in which the converted entity is an eligible entity; and

(b) any limitation or elimination contained in an amendment to the articles of incorporation that limits or eliminates appraisal rights for any shares that are outstanding immediately before the effective date of the amendment or that the corporation is or may be required to issue or sell thereafter pursuant to any conversion, exchange, or other right existing immediately before the effective date of the amendment does not apply to any corporate action that becomes effective within 1 year after the effective date of the amendment if the action would otherwise afford appraisal rights.
Mont. Code Ann. § 35-12-1006 — MT Code / Title 35 / Chapter 12 / Part 10 / Section 35-12-1006
35-12-1006 Right to distributions
Status: in_force

35-12-1006 . Right to distributions. When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of and is entitled to all of the remedies available to a creditor of the limited partnership with respect to the distribution. However, the limited partnership's obligation to make a distribution is subject to offset for any amount owed to the limited partnership by the partner or dissociated partner on whose account the distribution is made.
Mont. Code Ann. § 35-12-1212 — MT Code / Title 35 / Chapter 12 / Part 12 / Section 35-12-1212
35-12-1212 Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and person dissociated as general partner
Status: in_force

35-12-1212 . Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and person dissociated as general partner. (1) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under 35-12-1211 (1) by an act that is not appropriate for winding up the partnership's activities, the general partner is liable:

(a) to the limited partnership for any damage caused to the limited partnership arising from the obligation; and

(b) if another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.

(2) If a person dissociated as a general partner causes a limited partnership to incur an obligation under 35-12-1211 (2), the person is liable:

(a) to the limited partnership for any damage caused to the limited partnership arising from the obligation; and

(b) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
Mont. Code Ann. § 35-12-1301 — MT Code / Title 35 / Chapter 12 / Part 13 / Section 35-12-1301
35-12-1301 Governing law
Status: in_force

35-12-1301 . Governing law. (1) The laws of the state or other jurisdiction under which a foreign limited partnership is organized, including the laws of a federally recognized Indian tribe, govern relations among the partners of the foreign limited partnership and between the partners and the foreign limited partnership and the liability of partners as partners for an obligation of the foreign limited partnership.

(2) A foreign limited partnership may not be denied a certificate of authority by reason of any difference between the laws of the jurisdiction under which a foreign limited partnership is organized and the laws of this state.

(3) A certificate of authority does not authorize a foreign limited partnership to engage in any business or exercise any power that a limited partnership may not engage in or exercise in this state.
Mont. Code Ann. § 35-18-312 — MT Code / Title 35 / Chapter 18 / Part 3 / Section 35-18-312
35-18-312 Trustees -- term -- quorum -- powers
Status: in_force

35-18-312 . Trustees -- term -- quorum -- powers. (1) The trustees of a cooperative named in any articles of incorporation, consolidation, merger, or conversion hold office until the next annual meeting of the members or until their successors have been elected and qualified. At each annual meeting or, in case of failure to hold the annual meeting as specified in the bylaws, at a special meeting called for that purpose, the members shall elect trustees who may serve for 1-, 2-, or 3-year terms. Each trustee holds office for the term for which the trustee is elected or until a successor is elected and qualified.

(2) A majority of the board of trustees constitutes a quorum.

(3) The board of trustees may exercise all of the powers of a cooperative, except powers that are conferred upon the members by this chapter or its articles of incorporation or bylaws.
Mont. Code Ann. § 35-12-1311 — MT Code / Title 35 / Chapter 12 / Part 13 / Section 35-12-1311
35-12-1311 Application for renewal of foreign limited partnership certification -- requirement for appointed registered agent
Status: in_force

35-12-1311 . Application for renewal of foreign limited partnership certification -- requirement for appointed registered agent. (1) The application for renewal of certification of a foreign limited partnership must be executed by the general partners and delivered to the secretary of state. The application must include the following information:

(a) the name of the foreign limited partnership or the fictitious name adopted by a foreign limited partnership authorized to transact business in this state because its real name is unavailable;

(b) the name and address of the registered agent appointed by the foreign limited partnership for the service of process on the foreign limited partnership; and

(c) the name and business mailing address of each general partner.

(2) A registered agent appointed under this section must be an individual resident of this state, a domestic corporation, or a foreign corporation authorized to do business in this state and with a place of business in this state.
Mont. Code Ann. § 35-14-205 — MT Code / Title 35 / Chapter 14 / Part 2 / Section 35-14-205
35-14-205 Organization of corporation
Status: in_force

35-14-205 . Organization of corporation. (1) After incorporation:

(a) if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; or

(b) if initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:

(i) to elect initial directors and complete the organization of the corporation; or

(ii) to elect a board of directors who shall complete the organization of the corporation.

(2) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.

(3) An organizational meeting may be held in or out of this state.
Mont. Code Ann. § 35-2-422 — MT Code / Title 35 / Chapter 2 / Part 4 / Section 35-2-422
35-2-422 Removal of designated or appointed directors
Status: in_force

35-2-422 . Removal of designated or appointed directors. (1) A designated director may be removed by an amendment to the articles or bylaws deleting or changing the designation.

(2) Except as otherwise provided in the articles or bylaws, an appointed director may be removed without cause by the person appointing the director. The person removing the director shall do so by giving written notice of the removal to the director and either the presiding officer of the board or the corporation's president or secretary. The removal of an appointed director is effective when the notice is effective unless the notice specifies a future effective date.
Mont. Code Ann. § 35-14-1434 — MT Code / Title 35 / Chapter 14 / Part 14 / Section 35-14-1434
35-14-1434 Election to purchase in lieu of dissolution
Status: in_force

35-14-1434 . Election to purchase in lieu of dissolution. (1) Unless the transfer is altered, eliminated, or otherwise restricted by the articles of incorporation, the bylaws, or an agreement among shareholders or between the corporation and shareholders as referenced in 35-14-627 , the corporation may elect or, if it fails to elect, one or more shareholders may elect to purchase all shares owned by the petitioning shareholder at the fair value of the shares as defined in 35-14-1301 . An election pursuant to this section is irrevocable unless the court determines that it is equitable to set aside or modify the election.

(2) An election to purchase pursuant to this section may be filed with the court at any time within 90 days after the filing of a petition under 35-14-1430 (1)(b) or at any later time as the court in its discretion may allow. If the election to purchase is filed by one or more shareholders, the corporation shall, within 10 days after the filing, give written notice to all shareholders other than the petitioner. The notice must state the name of and number of shares owned by the petitioner and the name of and number of shares owned by each electing shareholder and must advise the recipients of their right to join in the election to purchase shares in accordance with this section. Shareholders who wish to participate shall file notice of their intention to join in the purchase no later than 30 days after the effectiveness of the notice to them. All shareholders who have filed an election or notice of their intention to participate in the election to purchase become parties to the proceeding and shall participate in the purchase in proportion to their ownership of shares as of the date the first election was filed unless they otherwise agree or the court otherwise directs. After an election has been filed by the corporation or one or more shareholders, the proceeding under 35-14-1430 (1)(b) may not be discontinued or settled, and the petitioning shareholder may not sell or otherwise dispose of shares, unless the court determines that it would be equitable to the corporation and the shareholders, other than the petitioner, to permit that discontinuance, settlement, sale, or other disposition.

(3) If, within 60 days of the filing of the first election, the parties reach agreement as to the fair value and terms of purchase of the petitioner's shares, the court shall enter an order directing the purchase of the petitioner's shares on the terms and conditions agreed to by the parties.

(4) If the parties are unable to reach an agreement as provided for in subsection (3), the court, upon application of any party, shall stay the proceedings under 35-14-1430 (1)(b) and determine the fair value of the petitioner's shares as of the day before the date on which the petition under 35-14-1430 (1)(b) was filed or another date the court finds appropriate under the circumstances.

(5) Upon determining the fair value of the shares, the court shall enter an order directing the purchase on terms and conditions the court finds appropriate, which may include payment of the purchase price in installments when necessary in the interests of equity, provision for security to ensure payment of the purchase price and any additional expenses awarded, and, if the shares are to be purchased by shareholders, the allocation of shares among them. In allocating the petitioner's shares among holders of different classes or series of shares, the court shall attempt to preserve the existing distribution of voting rights among holders of different classes or series as far as practicable and may direct that holders of a specific class or classes or series may not participate in the purchase. Interest may be allowed at the rate and from the date determined by the court to be equitable, but if the court finds that the refusal of the petitioning shareholder to accept an offer of payment was arbitrary or otherwise not in good faith, no interest may be allowed. If the court finds that the petitioning shareholder had probable grounds for relief under 35-14-1430 (1)(b)(ii) or (1)(b)(iv), it may award expenses to the petitioning shareholder.

(6) Upon entry of an order under subsection (3) or (5), the court shall dismiss the petition to dissolve the corporation under 35-14-1430 (1)(b), and the petitioning shareholder no longer has any rights or status as a shareholder of the corporation except the right to receive the amounts awarded by the order of the court, which is enforceable in the same manner as any other judgment.

(7) The purchase ordered pursuant to subsection (5) must be made within 10 days after the date the order becomes final.

(8) Any payment by the corporation pursuant to an order under subsection (3) or (5), other than an award of expenses pursuant to subsection (5), is subject to the provisions of 35-14-640 .
Mont. Code Ann. § 35-12-511 — MT Code / Title 35 / Chapter 12 / Part 5 / Section 35-12-511
35-12-511 Knowledge and notice
Status: in_force

35-12-511 . Knowledge and notice. (1) A person knows a fact if the person has actual 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;

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

(d) has notice of it under subsection (3) or (4).

(3) A certificate of limited partnership on file in the office of the secretary of state is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subsection (4), the certificate is not notice of any other fact.

(4) A person has notice of:

(a) another person's dissociation as a general partner 90 days after the effective date of an amendment to the certificate of limited partnership that states that the other person has dissociated or 90 days after the effective date of a statement of dissociation pertaining to the other person, whichever occurs first;

(b) a limited partnership's dissolution 90 days after the effective date of an amendment to the certificate of limited partnership stating that the limited partnership is dissolved;

(c) a limited partnership's termination 90 days after the effective date of a statement of termination;

(d) a limited partnership's conversion under Title 35, chapter 12, part 15, 90 days after the effective date of the articles of conversion; or

(e) a merger under Title 35, chapter 12, part 15, 90 days after the effective date of the articles of merger.

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

(6) A person receives a notification when the notification:

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

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

(7) Except as otherwise provided in subsection (8), 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 for the person 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. A person, other than an individual, exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction for the person 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.

(8) A general partner's knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is effective immediately as knowledge of, notice to, or receipt of a notification by the limited partnership, except in the case of a fraud on the limited partnership committed by or with the consent of the general partner. A limited partner's knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is not effective as knowledge of, notice to, or receipt of a notification by the limited partnership.
Mont. Code Ann. § 35-7-110 — MT Code / Title 35 / Chapter 7 / Part 1 / Section 35-7-110
35-7-110 Change of name, address, or type of organization by commercial registered agent
Status: in_force

35-7-110 . Change of name, address, or type of organization by commercial registered agent. (1) If a commercial registered agent changes its name as a result of a merger, conversion, exchange, sale, reorganization, or amendment, its address as currently listed under 35-7-106 (1), or its type or jurisdiction of organization, the agent shall file with the secretary of state a statement of change signed by or on behalf of the agent that states:

(a) the name of the agent as currently listed under 35-7-106 (1);

(b) if the name of the agent has changed, its new name;

(c) if the address of the agent has changed, the new address; and

(d) if the type or jurisdiction of organization of the agent has changed, the new type or jurisdiction of organization.

(2) The filing of a statement of change under subsection (1) is effective to change the information regarding the commercial registered agent with respect to each entity represented by the agent.

(3) A statement of change filed under this section takes effect on filing.

(4) A commercial registered agent shall promptly furnish each entity represented by it with notice in a record of the filing of a statement of change relating to the name or address of the agent and the changes made by the filing.

(5) If a commercial registered agent changes its address without filing a statement of change as required by this section, the secretary of state may cancel the listing of the agent under 35-7-106 . A cancellation under this subsection has the same effect as a termination under 35-7-107 . Promptly after canceling the listing of an agent, the secretary of state shall deliver notice on:

(a) each entity represented by the agent, stating that the agent has ceased to be an agent for service of process on the entity and that, until the entity appoints a new registered agent, service of process may be made on the entity as provided in 35-7-113 ; and

(b) the agent, stating that the listing of the agent has been canceled under this section.

(6) The secretary of state shall note the filing of the commercial registered agent change statement in the index of filings maintained by the secretary of state for each entity represented by the registered agent at the time of filing.
Mont. Code Ann. § 35-12-613 — MT Code / Title 35 / Chapter 12 / Part 6 / Section 35-12-613
35-12-613 Involuntary cancellation of certificate
Status: in_force

35-12-613 . Involuntary cancellation of certificate. For a certificate filed prior to July 1, 1991, the secretary of state shall cancel the certificate of limited partnership after July 1, 1992, if the certification is more than 5 years old and not renewed in accordance with this part.
Mont. Code Ann. § 35-8-110 — MT Code / Title 35 / Chapter 8 / Part 1 / Section 35-8-110
35-8-110 Purpose -- supplemental principles of law -- interest rate
Status: in_force

35-8-110 . Purpose -- supplemental principles of law -- interest rate. (1) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

(2) If an obligation to pay interest arises under the provisions of this chapter and the rate of interest is not specified, then the rate is the rate of interest specified in 31-1-106 .
Mont. Code Ann. § 35-10-642 — MT Code / Title 35 / Chapter 10 / Part 6 / Section 35-10-642
35-10-642 Effect of merger
Status: in_force

35-10-642 . Effect of merger. (1) When a merger takes effect:

(a) every partnership or limited partnership that is a party to the merger other than the surviving entity ceases to exist;

(b) all property owned by each of the merged partnerships or limited partnerships vests in the surviving entity;

(c) all obligations of every partnership or limited partnership that is a party to the merger become the obligations of the surviving entity; and

(d) an action or proceeding pending against a partnership or limited partnership that is a party to the merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding.

(2) The secretary of state is the agent for service of process in an action or proceeding against a surviving foreign partnership or limited partnership to enforce an obligation of a domestic partnership or limited partnership that is a party to a merger. The surviving entity shall promptly notify the secretary of state of the mailing address of its chief executive office and of any change of address. Upon receipt of process, the secretary of state shall mail a copy of the process to the surviving foreign partnership or limited partnership.

(3) A partner of the surviving partnership or limited partnership is liable for:

(a) all obligations of a party to the merger for which the partner was personally liable before the merger;

(b) all other obligations of the surviving entity incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of that entity; and

(c) all obligations of the surviving entity incurred after the merger takes effect.

(4) If the obligations incurred before the merger by a party to the merger are not satisfied out of the property of the surviving partnership or limited partnership, the partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party's obligations to the surviving entity in the manner provided in 35-10-629 (3) as if the merged party were dissolved.

(5) A partner of a party to a merger who does not become a partner of the surviving partnership or limited partnership is dissociated from the entity, of which that partner was a partner, as of the date the merger takes effect. The surviving entity shall cause the partner's interest in the entity to be purchased under 35-10-619 . The surviving entity is bound under 35-10-620 by an act of a partner dissociated under this subsection, and the partner is liable under 35-10-621 for transactions entered into by the surviving entity after the merger takes effect.
Mont. Code Ann. § 35-10-509 — MT Code / Title 35 / Chapter 10 / Part 5 / Section 35-10-509
35-10-509 Partner's transferable interest in partnership
Status: in_force

35-10-509 . Partner's transferable interest in partnership. The only transferable interest of a partner in the partnership is the partner's interest in distributions. The interest is personal property.
Mont. Code Ann. § 35-8-703 — MT Code / Title 35 / Chapter 8 / Part 7 / Section 35-8-703
35-8-703 Nature of distributional interest
Status: in_force

35-8-703 . Nature of distributional interest. (1) A member is not a co-owner of, and does not have a transferable interest in, property of a limited liability company.

(2) A member's distributional interest in a limited liability company is personal property and, subject to the provisions of 35-8-707 , may be transferred in whole or in part.

(3) An operating agreement may provide that a member's distributional interest may be evidenced by a certificate of the interest issued by the limited liability company and, subject to the provisions of 35-8-707 , may also provide for the transfer of any interest represented by the certificate.
Mont. Code Ann. § 35-12-521 — MT Code / Title 35 / Chapter 12 / Part 5 / Section 35-12-521
35-12-521 Secretary of state to establish fees
Status: reserved

35-12-521 . Secretary of state to establish fees. The secretary of state shall set filing fees for processing the applications and certificates. The secretary of state may establish fees for filing a certificate of limited partnership, a certificate of amendment or restatement, a certificate of cancellation, an application to reserve a name, a notice of transfer of a reserved name, an application for registration of a foreign limited partnership, or a certificate of cancellation or correction of a foreign limited partnership or for filing any other statement or report of a domestic or foreign limited partnership. The fees authorized in this section must be set and deposited in accordance with 2-15-405 .
Mont. Code Ann. § 35-16-206 — MT Code / Title 35 / Chapter 16 / Part 2 / Section 35-16-206
35-16-206 Bylaws to be adopted at first meeting
Status: in_force

35-16-206 . Bylaws to be adopted at first meeting. Every corporation or district formed under this chapter must, by majority action at its organization meeting after incorporation, adopt a code of bylaws for its government, not inconsistent with the constitution and laws of this state.
Mont. Code Ann. § 35-10-627 — MT Code / Title 35 / Chapter 10 / Part 6 / Section 35-10-627
35-10-627 Statement of dissolution
Status: in_force

35-10-627 . Statement of dissolution. (1) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.

(2) If a statement of dissolution is filed, the statement must be filed with the same entity with which the original partnership agreement was filed.

(3) A statement of dissolution cancels a filed statement of partnership authority for the purposes of 35-10-310 (4) and is a limitation on authority for the purposes of 35-10-310 (5).

(4) For the purposes of 35-10-301 and 35-10-626 , a person who is not a partner is considered to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution 90 days after it is filed.

(5) After filing and, if appropriate, recording a statement of dissolution, the dissolved partnership may file and, if appropriate, record a statement of partnership authority that will operate with respect to a person who is not a partner as provided in 35-10-310 (4) and (5) in any transaction, whether or not the transaction is appropriate for winding up the partnership business.
Mont. Code Ann. § 35-21-846 — MT Code / Title 35 / Chapter 21 / Part 8 / Section 35-21-846
35-21-846 Plans for general care and endowment care
Status: in_force

35-21-846 . Plans for general care and endowment care. (1) The mausoleum-columbarium authority may from time to time adopt plans for the general care, maintenance, and embellishment of its mausoleum-columbarium and charge and collect from all subsequent purchasers of plots reasonable sums as, in the judgment of the mausoleum-columbarium authority, will aggregate a fund, the reasonable income from which will provide reasonable care, maintenance, and embellishment.

(2) Upon payment of the purchase price and the amount fixed as a proportionate contribution for endowment care, there may be included in the deed of conveyance or in a separate instrument an agreement to care, in accordance with the plan adopted, for the mausoleum or columbarium and its appurtenances to the proportionate extent that the income received by the mausoleum-columbarium authority from the contribution will permit.

(3) Upon the application of the owner of any plot and upon the payment by the owner of the amount fixed as a reasonable and proportionate contribution for endowment care, a mausoleum-columbarium authority may enter into an agreement with the owner for the care of the owner's plot and its appurtenances.
Mont. Code Ann. § 35-8-905 — MT Code / Title 35 / Chapter 8 / Part 9 / Section 35-8-905
35-8-905 Distribution of assets
Status: in_force

35-8-905 . Distribution of assets. Upon the winding up of a limited liability company, the assets must be distributed as follows:

(1) to creditors, including members and managers who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited liability company, whether by payment or the making of reasonable provision for payment, other than liabilities to members for distributions under 35-8-605 ;

(2) unless otherwise provided in the articles of organization or an operating agreement, to members and former members in satisfaction of liabilities for distributions under 35-8-605 ; and

(3) unless otherwise provided in writing in the articles of organization or a written operating agreement, to members first for the return of their contributions and second respecting their limited liability company interests, in the proportions in which the members share in distributions.
Mont. Code Ann. § 35-14-621 — MT Code / Title 35 / Chapter 14 / Part 6 / Section 35-14-621
35-14-621 Issuance of shares
Status: reserved

35-14-621 . Issuance of shares. (1) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.

(2) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the corporation.

(3) Before the corporation issues shares, the board of directors shall determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable.

(4) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued are fully paid and nonassessable.

(5) The corporation may place in escrow shares issued for a contract for future services or benefits or for a promissory note or make other arrangements to restrict the transfer of the shares and may credit distributions in respect of the shares against their purchase price until the services are performed, the benefits are received, or the note is paid. If the services are not performed, the benefits are not received, or the note is not paid, the shares escrowed or restricted and the distributions credited may be canceled in whole or part.

(6) (a) An issuance of shares or other securities convertible into or rights exercisable for shares in a transaction or a series of integrated transactions requires approval of the shareholders at a meeting at which a quorum consisting of a majority, or a greater number the articles of incorporation may prescribe, of the votes entitled to be cast on the matter exists if:

(i) the shares, other securities, or rights are to be issued for consideration other than cash or cash equivalents; and

(ii) the voting power of shares that are issued and issuable as a result of the transaction or series of integrated transactions will comprise more than 20% of the voting power of the shares of the corporation that were outstanding immediately before the transaction.

(b) In this subsection (6):

(i) For purposes of determining the voting power of shares issued and issuable as a result of a transaction or series of integrated transactions, the voting power of shares or other securities convertible into or rights exercisable for shares is the greater of:

(A) the voting power of the shares to be issued; or

(B) the voting power of the shares that would be outstanding after giving effect to the conversion of convertible shares and other securities and the exercise of rights to be issued.

(ii) A series of transactions is integrated only if consummation of one transaction is made contingent on consummation of one or more of the other transactions.
Mont. Code Ann. § 35-12-807 — MT Code / Title 35 / Chapter 12 / Part 8 / Section 35-12-807
35-12-807 Limited partnership liable for general partner's actionable conduct
Status: in_force

35-12-807 . Limited partnership liable for general partner's actionable conduct. (1) A limited partnership is liable for loss or injury caused to a person or for a penalty incurred as a result of a wrongful act or omission or other actionable conduct of a general partner acting in the ordinary course of activities of the limited partnership or with authority of the limited partnership.

(2) If in the course of the limited partnership's activities or while acting with authority of the limited partnership a general partner receives or causes the limited partnership to receive money or property of a person not a partner and the money or property is misapplied by a general partner, the limited partnership is liable for the loss.
Mont. Code Ann. § 35-14-850 — MT Code / Title 35 / Chapter 14 / Part 8 / Section 35-14-850
35-14-850 Definitions -- indemnification and advance for expenses
Status: in_force

35-14-850 . Definitions -- indemnification and advance for expenses. For the purposes of 35-14-850 through 35-14-859 , unless the context clearly requires otherwise, the following definitions apply:

(1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.

(2) "Director" means an individual who is or was a director of a corporation or who, while a director of the corporation, is or was serving at the corporation's request as a director, officer, manager, partner, trustee, employee, or agent of another entity or an employee benefit plan. A director is considered to be serving an employee benefit plan at the corporation's request if the individual's duties to the corporation also impose duties on, or otherwise involve services by, the individual to the plan or to participants in or beneficiaries of the plan. The term includes, unless the context requires otherwise, the estate or personal representative of a director.

(3) "Liability" means the obligation to pay a judgment, a settlement, a penalty, a fine, including an excise tax assessed with respect to an employee benefit plan, or expenses incurred with respect to a proceeding, including attorney fees.

(4) "Officer" means an individual who is or was an officer of a corporation or who, while an officer of the corporation, is or was serving at the corporation's request as a director, officer, manager, partner, trustee, employee, or agent of another entity or employee benefit plan. An officer is considered to be serving an employee benefit plan at the corporation's request if the individual's duties to the corporation also impose duties on or otherwise involve services by the individual to the plan or to participants in or beneficiaries of the plan. The term includes, unless the context requires otherwise, the estate or personal representative of an officer.

(5) (a) "Official capacity" means:

(i) when used with respect to a director, the office of director in a corporation; and

(ii) when used with respect to an officer as contemplated in 35-14-856 , the office in a corporation held by the officer.

(b) The term does not include service for any other domestic or foreign corporation or any joint venture, trust, employee benefit plan, or other entity.

(6) "Party" means an individual who was, is, or is threatened to be made a defendant or respondent in a proceeding.

(7) "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal.
Mont. Code Ann. § 35-7-113 — MT Code / Title 35 / Chapter 7 / Part 1 / Section 35-7-113
35-7-113 Service of process on entities
Status: in_force

35-7-113 . Service of process on entities. (1) A registered agent is an agent of the represented entity authorized to receive service of any process, notice, or demand required or permitted by law to be served on the entity.

(2) If an entity that previously filed a registered agent filing with the secretary of state no longer has a registered agent or if its registered agent cannot with reasonable diligence be served, the entity may be served in accordance with any applicable judicial rules and procedures.

(3) Service of process, notice, or demand on a registered agent must be in the form of a written document.

(4) Service of process, notice, or demand may be perfected by any other means prescribed by law other than this chapter.
Mont. Code Ann. § 35-2-228 — MT Code / Title 35 / Chapter 2 / Part 2 / Section 35-2-228
35-2-228 Effect of amendment and restatement
Status: in_force

35-2-228 . Effect of amendment and restatement. An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation, or any property held by it by virtue of any trust upon which the property is held by the corporation, or the existing rights of persons other than members of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
Mont. Code Ann. § 35-10-622 — MT Code / Title 35 / Chapter 10 / Part 6 / Section 35-10-622
35-10-622 Statement of dissociation -- filing
Status: in_force

35-10-622 . Statement of dissociation -- filing. (1) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership.

(2) If a statement of dissociation is filed, the statement must be filed with the same entity with which the original partnership agreement was filed.

(3) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of 35-10-310 (4) and (5).

(4) For the purposes of 35-10-301 , 35-10-620 , and 35-10-621 (2), a person who is not a partner is considered to have notice of the dissociation 90 days after the statement of dissociation is filed.
Mont. Code Ann. § 35-2-421 — MT Code / Title 35 / Chapter 2 / Part 4 / Section 35-2-421
35-2-421 Removal of directors elected by members or directors
Status: in_force

35-2-421 . Removal of directors elected by members or directors. (1) The members may remove one or more directors elected by them without cause.

(2) If a director is elected by a class, chapter, or other organizational unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit, or grouping.

(3) Except as provided in subsection (9), a director may be removed under subsection (1) or (2) only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.

(4) If cumulative voting is authorized, a director may not be removed:

(a) if the number of votes sufficient to elect the director under cumulative voting is voted against the director's removal; or

(b) if the director was elected by a class, chapter, unit, or grouping of members and the number of votes of that class, chapter, unit, or grouping of members sufficient to elect the director under cumulative voting is voted against the director's removal.

(5) A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director. The meeting notice must state that the purpose or one of the purposes of the meeting is removal of the director.

(6) In computing whether a director is protected from removal under subsections (2) through (4), it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election.

(7) An entire board of directors may be removed under subsections (1) through (5).

(8) A director elected by the board may be removed without cause by the vote of two-thirds of the directors then in office or by a greater number as is set forth in the articles or bylaws. However, a director elected by the board to fill the vacancy of a director elected by the members may be removed without cause by the members, but not the board.

(9) If, at the beginning of a director's term on the board, the articles or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal.

(10) The articles or bylaws of a religious corporation may:

(a) limit the application of this section; and

(b) set forth the vote and procedures by which the board or any person may remove with or without cause a director elected by the members of the board.
Mont. Code Ann. § 35-12-516 — MT Code / Title 35 / Chapter 12 / Part 5 / Section 35-12-516
35-12-516 Consent and proxies of partners
Status: in_force

35-12-516 . Consent and proxies of partners. Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally or by the partner's attorney-in-fact.
Mont. Code Ann. § 35-14-631 — MT Code / Title 35 / Chapter 14 / Part 6 / Section 35-14-631
35-14-631 Corporation's acquisition of its own shares
Status: in_force

35-14-631 . Corporation's acquisition of its own shares. (1) A corporation may acquire its own shares, and shares so acquired constitute authorized but unissued shares.

(2) If the articles of incorporation prohibit the reissue of the acquired shares, the number of authorized shares is reduced by the number of shares acquired.
Mont. Code Ann. § 35-2-1301 — MT Code / Title 35 / Chapter 2 / Part 13 / Section 35-2-1301
35-2-1301 Standing
Status: in_force

35-2-1301 . Standing. (1) For purposes of this part, "derivative proceeding" means a civil suit in the right of a domestic corporation or, to the extent provided in 35-2-1307 , in the right of a foreign corporation.

(2) A derivative proceeding may be commenced or maintained by a complainant who is:

(a) a director at the time of the bringing of the proceeding; or

(b) a member or members having 5% or more of the voting power or by 50 members, whichever is less. Each member must be a member at the time of the proceeding, including the time of the complained act or omission.
Mont. Code Ann. § 35-14-1101 — MT Code / Title 35 / Chapter 14 / Part 11 / Section 35-14-1101
35-14-1101 Definitions -- mergers and share exchanges
Status: in_force

35-14-1101 . Definitions -- mergers and share exchanges. As used in this part, the following definitions apply:

(1) "Acquired entity" means the domestic or foreign corporation or eligible entity that will have all of one or more classes or series of its shares or eligible interests acquired in a share exchange.

(2) "Acquiring entity" means the domestic or foreign corporation or eligible entity that will acquire all of one or more classes or series of shares or eligible interests of the acquired entity in a share exchange.

(3) "New interest holder liability" means interest holder liability of a person resulting from a merger or share exchange that is:

(a) with respect to an entity that is different from the entity in which the person held shares or eligible interests immediately before the merger or share exchange became effective; or

(b) with respect to the same entity as the one in which the person held shares or eligible interests immediately before the merger or share exchange became effective if:

(i) the person did not have interest holder liability immediately before the merger or share exchange became effective; or

(ii) the person had interest holder liability immediately before the merger or share exchange became effective, the terms and conditions of which were changed when the merger or share exchange became effective.

(4) "Party to a merger" means any domestic or foreign corporation or eligible entity that will merge under a plan of merger but does not include a survivor created by the merger.

(5) "Survivor" in a merger means the domestic or foreign corporation or eligible entity into which one or more other corporations or eligible entities are merged.
Mont. Code Ann. § 35-14-809 — MT Code / Title 35 / Chapter 14 / Part 8 / Section 35-14-809
35-14-809 Removal of directors by judicial proceeding
Status: in_force

35-14-809 . Removal of directors by judicial proceeding. (1) The district court of the county where a corporation's principal office is located or, if its principal office is not located in this state, of the first judicial district may remove a director from office or may order other relief, including barring the director from reelection for a period prescribed by the court, in a proceeding commenced by or in the right of the corporation if the court finds that:

(a) the director engaged in fraudulent conduct with respect to the corporation or its shareholders, grossly abused the position of director, or intentionally inflicted harm on the corporation; and

(b) considering the director's course of conduct and the inadequacy of other available remedies, removal or other relief would be in the best interests of the corporation.

(2) A shareholder proceeding on behalf of the corporation under subsection (1) of this section must comply with all of the requirements of 35-14-740 through 35-14-747 except 35-14-741 (1).
Mont. Code Ann. § 35-7-116 — MT Code / Title 35 / Chapter 7 / Part 1 / Section 35-7-116
35-7-116 Consistency of application
Status: in_force

35-7-116 . Consistency of application. In applying and construing this chapter, consideration must be given to the need to promote consistency of the law with respect to its subject matter among states that enact it.
Mont. Code Ann. § 35-8-1401 — MT Code / Title 35 / Chapter 8 / Part 14 / Section 35-8-1401
35-8-1401 Definitions
Status: in_force

35-8-1401 . Definitions. As used in this part, the following definitions apply:

(1) "Domestic", with respect to an entity, means governed as to its internal affairs by the law of this state.

(2) "Domesticated entity" means the domesticating entity as it continues in existence after a domestication.

(3) "Domesticating entity" means the domestic entity that approves a plan of domestication pursuant to 35-8-1403 or the foreign entity that approves a domestication pursuant to the law of its jurisdiction of formation.

(4) "Domestication" means a transaction authorized by 35-8-1402 .

(5) "Entity" means a limited liability company, professional limited liability company, general partnership, limited liability partnership, professional limited liability partnership, limited partnership, limited liability limited partnership, benefit corporation, or nonprofit corporation.

(6) "Filing entity" means an entity whose formation requires the filing of a public organic record. The term does not include a limited liability partnership.

(7) "Foreign", with respect to an entity, means governed as to its internal affairs by the law of a jurisdiction other than this state.

(8) "Interest" means:

(a) a membership interest in a benefit corporation or a nonprofit corporation; and

(b) interest as defined in 35-14-140 for any other entity.

(9) "Interest holder" means a person who holds of record an interest.

(10) "Interest holder liability" has the same meaning as provided in 35-14-140 .

(11) "Jurisdiction", used to refer to a political entity, means the United States, a state, a tribal government, a foreign country, or a political subdivision of a foreign country.

(12) "Organic law" means the statute governing the internal affairs of a domestic or foreign entity.

(13) "Organic rules" means the public organic record and private organic rules of a domestic or foreign entity.

(14) "Plan of domestication" means a plan under 35-8-1403 .

(15) "Private organic rules" has the same meaning as provided in 35-14-140 .

(16) "Public organic record" has the same meaning as provided in 35-14-140 .

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

(18) "Registered foreign entity" means a foreign entity that is registered to do business in this state pursuant to the applicable organic laws of this state.

(19) "Type of entity" has the same meaning as provided in 35-14-140 .
Mont. Code Ann. § 35-12-522 — MT Code / Title 35 / Chapter 12 / Part 5 / Section 35-12-522
35-12-522 Action by attorney general
Status: in_force

35-12-522 . Action by attorney general. The attorney general may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of this chapter.
Mont. Code Ann. § 35-14-1423 — MT Code / Title 35 / Chapter 14 / Part 14 / Section 35-14-1423
35-14-1423 Appeal from denial of reinstatement
Status: in_force

35-14-1423 . Appeal from denial of reinstatement. (1) If the secretary of state denies a corporation's application for reinstatement following administrative dissolution, the secretary of state shall serve the corporation under 35-14-504 with a written notice that explains the reason or reasons for denial.

(2) The corporation may appeal the denial of reinstatement to the district court of the first judicial district within 30 days after service of the notice of denial is effected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the corporation's application for reinstatement, and the secretary of state's notice of denial.

(3) The court may summarily order the secretary of state to reinstate the dissolved corporation or may take other action the court considers appropriate.

(4) The court's final decision may be appealed as in other civil proceedings.
Mont. Code Ann. § 35-12-1521 — MT Code / Title 35 / Chapter 12 / Part 15 / Section 35-12-1521
35-12-1521 Power of general partners and persons dissociated as general partners to bind organization after conversion or merger
Status: in_force

35-12-1521 . Power of general partners and persons dissociated as general partners to bind organization after conversion or merger. (1) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting limited partnership or constituent limited partnership binds the converted organization or surviving organization after the conversion or merger becomes effective if:

(a) before the conversion or merger became effective, the act would have bound the converting limited partnership or constituent limited partnership under 35-12-806 ; and

(b) at the time the third party enters into the transaction, the third party:

(i) does not have notice of the conversion or merger; and

(ii) reasonably believes that the converted or surviving business is the converting limited partnership or constituent limited partnership and that the person is a general partner in the converting limited partnership or constituent limited partnership.

(2) An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting limited partnership or constituent limited partnership binds the converted organization or surviving organization after the conversion or merger becomes effective if:

(a) before the conversion or merger became effective, the act would have bound the converting limited partnership or constituent limited partnership under 35-12-806 if the person had been a general partner; and

(b) at the time the third party enters into the transaction, less than 2 years have passed since the person dissociated as a general partner and the third party:

(i) does not have notice of the dissociation;

(ii) does not have notice of the conversion or merger; and

(iii) reasonably believes that the converted organization or surviving organization is the converting limited partnership or constituent limited partnership and that the person is a general partner in the converting limited partnership or constituent limited partnership.

(3) If a person having knowledge of the conversion or merger causes a converted organization or surviving organization to incur an obligation under subsection (1) or (2), the person is liable:

(a) to the converted organization or surviving organization for any damage caused to the organization arising from the obligation; and

(b) if another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability.
Mont. Code Ann. § 35-14-856 — MT Code / Title 35 / Chapter 14 / Part 8 / Section 35-14-856
35-14-856 Indemnification of officers
Status: in_force

35-14-856 . Indemnification of officers. (1) A corporation may indemnify and advance expenses under 35-14-850 through 35-14-859 to an officer who is a party to a proceeding because the person is an officer:

(a) to the same extent as a director; and

(b) if the person is an officer but not a director, to any further extent provided by the articles of incorporation or the bylaws or by a resolution adopted or a contract approved by the board of directors or shareholders, except for:

(i) liability in connection with a proceeding by or in the right of the corporation other than for expenses incurred in connection with the proceeding; or

(ii) liability arising out of conduct that constitutes:

(A) receipt by the officer of a financial benefit to which the officer is not entitled;

(B) an intentional infliction of harm on the corporation or the shareholders; or

(C) an intentional violation of criminal law.

(2) Subsection (1)(b) applies to an officer who is also a director if the officer is made a party to the proceeding based on an act or omission solely as an officer.

(3) An officer who is not a director is entitled to mandatory indemnification under 35-14-852 and may apply to a court under 35-14-854 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those sections.
Mont. Code Ann. § 35-4-411 — MT Code / Title 35 / Chapter 4 / Part 4 / Section 35-4-411
35-4-411 Admission of foreign professional corporations -- application -- revocation
Status: in_force

35-4-411 . Admission of foreign professional corporations -- application -- revocation. (1) A foreign professional corporation is entitled to a certificate of authority to transact business in this state only if:

(a) the name of the corporation meets the requirements of 35-4-206 ;

(b) the corporation is organized only for purposes for which a professional corporation may be organized under this chapter; and

(c) all the shareholders, not less than one-half the directors, and all the officers other than the secretary and treasurer of the corporation are qualified persons with respect to the corporation.

(2) A foreign professional corporation is not required to obtain a certificate of authority to transact business in this state unless it maintains an office in this state for the conduct of business or professional practice.

(3) The application for a certificate of authority must include a statement that all the shareholders, not less than one-half the directors, and all the officers other than the secretary and treasurer are licensed in at least one state or territory or the District of Columbia to render a professional service described in the statement of purposes of the corporation.

(4) The certificate of authority may be revoked by the secretary of state if the corporation fails to comply with any provision of this chapter. The licensing authority shall certify to the secretary of state, from time to time, the names of all foreign professional corporations that have given cause for revocation, together with the facts pertinent to the cause, and shall concurrently mail to each corporation through its registered agent a notice that the certification has been made. A certificate of authority of a foreign professional corporation may not be revoked unless there has been both 60 days' notice of intent to revoke and a failure to correct the noncompliance during the 60 days.
Mont. Code Ann. § 35-14-1508 — MT Code / Title 35 / Chapter 14 / Part 15 / Section 35-14-1508
35-14-1508 Withdrawal upon domestication or conversion to certain domestic entities
Status: in_force

35-14-1508 . Withdrawal upon domestication or conversion to certain domestic entities. A registered foreign corporation that domesticates to a domestic business corporation or converts to a domestic nonprofit corporation or any type of domestic filing entity or to a domestic limited liability partnership is considered to have withdrawn its registration on the effective date of that event.
Mont. Code Ann. § 35-8-1205 — MT Code / Title 35 / Chapter 8 / Part 12 / Section 35-8-1205
35-8-1205 Definitions
Status: in_force

35-8-1205 . Definitions. As used in this part, the following definitions apply:

(1) "Application for registration of limited liability partnership" means the application for registration described in 35-10-701 .

(2) "Articles of incorporation" has the same meaning as provided in 35-14-140 .

(3) "Conversion" means a transaction authorized by 35-8-1215 or 35-8-1210 .

(4) "Converted entity" means the converting entity as it continues in existence after the conversion and includes a converted domestic corporation, converted limited liability partnership, and converted limited liability company, as applicable, that continues in existence after the conversion.

(5) "Converting entity" means the domestic partnership or limited partnership that approves an agreement of conversion pursuant to 35-8-1210 or the converting limited liability company, as applicable.

(6) "Converting limited liability company" means a domestic limited liability company that approves a plan of conversion to a domestic corporation or a domestic limited liability partnership pursuant to 35-8-1215 .

(7) "Corporation" means a corporation formed under the laws of this state or comparable law of another jurisdiction as provided in 30-14-202 .

(8) "Domestic" means, with respect to an entity, governed as to the entity's internal affairs by the laws of this state.

(9) "General partner" means a partner in a partnership and a general partner in a limited partnership.

(10) "Interest holder" has the same meaning as provided in 35-14-140 .

(11) "Interest holder liability" has the same meaning as provided in 35-14-140 .

(12) "Limited liability partnership" means a partnership registered as a limited liability partnership under the laws of this state or comparable law of another jurisdiction.

(13) "Limited partner" means a limited partner in a limited partnership.

(14) "Limited partnership" means a limited partnership formed under the laws of this state or comparable law of another jurisdiction.

(15) "Organic law" has the same meaning as provided in 35-14-140 .

(16) "Organic rules" has the same meaning as provided in 35-14-140 .

(17) "Partner" means a general partner or a limited partner.

(18) "Partnership" means a general partnership formed under the laws of this state or comparable law of another jurisdiction.

(19) "Partnership agreement" means an agreement among the partners of a partnership, a limited partnership, or a limited liability partnership.
Mont. Code Ann. § 35-2-610 — MT Code / Title 35 / Chapter 2 / Part 6 / Section 35-2-610
35-2-610 Action on plan by board, members, and third persons
Status: in_force

35-2-610 . Action on plan by board, members, and third persons. (1) Unless this chapter, the articles, the bylaws, or the board of directors or members, acting pursuant to subsection (3), require a greater vote or voting by class to be adopted, a plan of merger must be 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, the merger must be approved by a majority of the directors in office at the time the merger is approved. In addition, the corporation shall provide notice, in accordance with 35-2-429 (3), of any directors' meeting at which approval is to be obtained. The notice must also state that the purpose or one of the purposes of the meeting is to consider the proposed merger.

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

(4) If the board seeks to have the plan 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 the plan of merger and contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation must include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation must include a copy or summary of the articles and bylaws that will be in effect immediately after the merger takes effect.

(5) If the board seeks to have the plan 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. The copy or summary of the plan for members of the surviving corporation must include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation must include a copy or summary of the articles and bylaws that will be in effect immediately after the merger takes effect.

(6) Voting by a class of members is required on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation or bylaws, would entitle the class of members to vote as a class on the proposed amendment under 35-2-224 or 35-2-231 . The plan is approved by a class of members by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.

(7) After a merger is adopted and at any time before articles of merger are filed, the planned merger may be abandoned, subject to any contractual rights, without further action by members or other persons who approved the plan in accordance with the procedure set forth in the plan of merger or, if no procedure is set forth, in the manner determined by the board of directors.
Mont. Code Ann. § 35-10-101 — MT Code / Title 35 / Chapter 10 / Part 1 / Section 35-10-101
35-10-101 Short title
Status: in_force

35-10-101 . Short title. This chapter may be cited as the "Uniform Partnership Act".
Mont. Code Ann. § 35-3-208 — MT Code / Title 35 / Chapter 3 / Part 2 / Section 35-3-208
35-3-208 Board of advisors or consultors -- interim powers
Status: in_force

35-3-208 . Board of advisors or consultors -- interim powers. The bishop, chief priest, or presiding elder of the corporation sole created hereby may appoint a board of advisors or consultors consisting of at least four persons of legal age and otherwise qualified according to the rules or discipline of the denomination, society, or church, which board, in addition to its advisory function, shall exercise the powers of the corporation upon the death, resignation, transfer, removal, or deprivation of office of the bishop, chief priest, or presiding elder and which shall elect an administrator to which it may delegate the executive and administrative functions of the corporation during the interim and until the successor bishop, chief priest, or presiding elder is appointed, elected, or qualified according to the rules or discipline of the denomination, society, or church.
Mont. Code Ann. § 35-2-216 — MT Code / Title 35 / Chapter 2 / Part 2 / Section 35-2-216
35-2-216 Organization of corporation
Status: in_force

35-2-216 . Organization of corporation. (1) After incorporation:

(a) if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; or

(b) if initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:

(i) to elect directors and complete the organization of the corporation; or

(ii) to elect a board of directors who shall complete the organization of the corporation.

(2) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.

(3) An organizational meeting may be held in the state or out of the state in accordance with 35-2-427 .
Mont. Code Ann. § 35-8-915 — MT Code / Title 35 / Chapter 8 / Part 9 / Section 35-8-915
35-8-915 Ambiguity in operating agreement regarding dissolution
Status: in_force

35-8-915 . Ambiguity in operating agreement regarding dissolution. If there is an ambiguity in an operating agreement between a construction in favor of maintaining the existence of a limited liability company or in favor of the dissolution of a limited liability company, the operating agreement must be construed in favor of maintaining the existence of the limited liability company.
Mont. Code Ann. § 35-12-512 — MT Code / Title 35 / Chapter 12 / Part 5 / Section 35-12-512
35-12-512 Powers
Status: in_force

35-12-512 . Powers. A limited partnership has the power to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty to the partnership.
Mont. Code Ann. § 35-2-425 — MT Code / Title 35 / Chapter 2 / Part 4 / Section 35-2-425
35-2-425 Compensation of directors
Status: in_force

35-2-425 . Compensation of directors. Unless the articles or bylaws provide otherwise, the board of directors may fix the compensation of directors.
Mont. Code Ann. § 35-20-205 — MT Code / Title 35 / Chapter 20 / Part 2 / Section 35-20-205
35-20-205 Qualifications of trustees -- notice of election -- vacancies
Status: in_force

35-20-205 . Qualifications of trustees -- notice of election -- vacancies. (1) In all elections after the first, the trustees shall be chosen from among the associates named in said certificate of incorporation or their successors.

(2) Public notice of every annual election shall be given in such manner as the bylaws of the association prescribe.

(3) The trustees shall have the power to fill any vacancy in their number occurring during the term of office for which any trustee was elected.
Mont. Code Ann. § 35-14-841 — MT Code / Title 35 / Chapter 14 / Part 8 / Section 35-14-841
35-14-841 Functions of officers
Status: in_force

35-14-841 . Functions of officers. Each officer has the authority and shall perform the functions set forth in the bylaws or, to the extent consistent with the bylaws, the functions prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the functions of other officers.
Mont. Code Ann. § 35-18-203 — MT Code / Title 35 / Chapter 18 / Part 2 / Section 35-18-203
35-18-203 Articles of incorporation
Status: in_force

35-18-203 . Articles of incorporation. (1) The articles of incorporation of a cooperative must state in the caption that the articles of incorporation are executed pursuant to this chapter, must be signed by each of the incorporators, and must state:

(a) the name of the cooperative;

(b) the address of its principal office;

(c) the names and addresses of the incorporators;

(d) the names and addresses of the persons who constitute its first board of trustees; and

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

(2) In addition to provisions required in subsection (1), the articles of incorporation may also contain:

(a) provisions not inconsistent with law regarding liability as provided in 35-14-202 ; and

(b) provisions for classification of members in a cooperative.

(3) A cooperative's articles of incorporation must be submitted to the secretary of state for filing as provided in this chapter.

(4) It is not necessary to include in the articles of incorporation of a cooperative the purpose for which it is organized or any of the corporate powers vested in a cooperative under this chapter.
Mont. Code Ann. § 35-5-101 — MT Code / Title 35 / Chapter 5 / Part 1 / Section 35-5-101
35-5-101 Definition of business trust
Status: in_force

35-5-101 . Definition of business trust. In this chapter, unless the context otherwise requires, "business trust" means an unincorporated association or trust of the type which at common law was known as a "business trust" or "Massachusetts trust", created by an instrument under which property is held and managed by trustees for the benefit and profit of such persons as are or may become the holders of transferable certificates evidencing beneficial interests in the trust estate.
Mont. Code Ann. § 35-8-218 — MT Code / Title 35 / Chapter 8 / Part 2 / Section 35-8-218
35-8-218 Filing by judicial act
Status: in_force

35-8-218 . Filing by judicial act. If a person required by 35-8-204 to execute any record or document fails or refuses to do so, a person who is adversely affected by the failure or refusal may petition a district court to direct the signing of the record or document. If the court finds that it is proper for the record or document to be signed and that a designated person has failed or refused to sign the record, it shall order the secretary of state to sign and file an appropriate record or document.
Mont. Code Ann. § 35-8-701 — MT Code / Title 35 / Chapter 8 / Part 7 / Section 35-8-701
35-8-701 Ownership of limited liability company property
Status: in_force

35-8-701 . Ownership of limited liability company property. (1) Property transferred to or otherwise acquired by a limited liability company becomes property of the limited liability company. A member has no interest in specific limited liability company property.

(2) Property may be acquired, held, and conveyed in the name of the limited liability company. Any estate in real property may be acquired in the name of the limited liability company, and title to any estate acquired must vest in the limited liability company rather than in the members individually.
Mont. Code Ann. § 35-14-749 — MT Code / Title 35 / Chapter 14 / Part 7 / Section 35-14-749
35-14-749 Judicial determination -- corporate offices -- review of elections and shareholder votes
Status: in_force

35-14-749 . Judicial determination -- corporate offices -- review of elections and shareholder votes. (1) Upon application of or in a proceeding commenced by a person specified in subsection (2), the district court of the county where a corporation's principal office is located or, if its principal office is not located in this state, of the first judicial district may determine:

(a) the result or validity of the election, appointment, removal, or resignation of a director or officer of the corporation;

(b) the right of an individual to hold the office of director or officer of the corporation;

(c) the result or validity of any vote by the shareholders of the corporation;

(d) the right of a director to membership on a committee of the board of directors; and

(e) the right of a person to nominate or an individual to be nominated as a candidate for election or appointment as a director of the corporation and any right under a bylaw adopted pursuant to 35-14-206 (3) or any comparable right under any provision of the articles of incorporation, contract, or applicable law.

(2) An application or proceeding pursuant to subsection (1) may be filed or commenced by any of the following persons:

(a) the corporation;

(b) any record shareholder, beneficial shareholder, or unrestricted voting trust beneficial owner of the corporation;

(c) a director of the corporation, an individual claiming the office of director, or a director whose membership on a committee of the board of directors is contested, in each case who is seeking a determination of the person's right to the office or membership;

(d) an officer of the corporation or an individual claiming to be an officer of the corporation, in each case who is seeking a determination of the person's right to the office; and

(e) a person claiming a right covered by subsection (1)(e) and seeking a determination of that right.

(3) In connection with any application or proceeding under subsection (1), the following must be named as defendants unless the person made the application or commenced the proceeding:

(a) the corporation;

(b) any individual whose right to office or membership on a committee of the board of directors is contested;

(c) any individual claiming the office or membership at issue; and

(d) any person claiming a right covered by subsection (1)(e) that is at issue.

(4) In connection with any application or proceeding under subsection (1), service of process may be made on each of the persons specified in subsection (3) by either:

(a) service of process on the corporation addressed to the person in any manner provided by statute of this state or by rule of the applicable court for service on the corporation; or

(b) service of process on the person in any manner provided by statute of this state or by rule of the applicable court.

(5) When service of process is made on a person other than the corporation by service on the corporation pursuant to subsection (4)(a), the plaintiff and the corporation or its registered agent shall promptly provide written notice of the service, together with copies of all process and the application or complaint, to the person at the person's last-known residence or business address or as permitted by statute of this state or by rule of the applicable court.

(6) In connection with any application or proceeding under subsection (1), the court shall dispose of the application or proceeding on an expedited basis and also may:

(a) order additional or further notice the court considers proper under the circumstances;

(b) order that additional persons be joined as parties to the proceeding if the court determines that joinder is necessary for a just adjudication of matters before the court;

(c) order that an election or meeting be held in accordance with the provisions of 35-14-703 (2) or otherwise;

(d) appoint a master to conduct an election or meeting;

(e) enter temporary, preliminary, or permanent injunctive relief;

(f) resolve, solely for the purpose of this proceeding, any legal or factual issues necessary for the resolution of any of the matters specified in subsection (1), including the right and power of persons claiming to own shares to vote at any meeting of the shareholders; and

(g) order any other relief the court determines is equitable, just, and proper.

(7) It is not necessary to make a shareholder a party to a proceeding or application pursuant to this section unless the shareholder is a required defendant under subsection (3)(d), relief is sought against the shareholder individually, or the court orders joinder pursuant to subsection (6)(b).

(8) Nothing in this section limits, restricts, or abolishes the subject matter jurisdiction or powers of the court that existed before the enactment of this section, and an application or proceeding pursuant to this section is not the exclusive remedy or proceeding available with respect to the matters specified in subsection (1).
Mont. Code Ann. § 35-14-125 — MT Code / Title 35 / Chapter 14 / Part 1 / Section 35-14-125
35-14-125 Filing duty -- secretary of state
Status: in_force

35-14-125 . Filing duty -- secretary of state. (1) If a document delivered to the office of the secretary of state for filing satisfies the requirements of 35-14-120 , the secretary of state shall file it.

(2) The secretary of state files a document by recording it as filed on the date and time of receipt. After filing a document, the secretary of state shall return to the person who delivered the document for filing a copy of the document with an acknowledgment of the date and time of filing.

(3) If the secretary of state refuses to file a document, it must be returned to the person who delivered the document for filing within 10 days after the document was delivered, together with a brief, written explanation of the reason for the refusal.

(4) The secretary of state's duty to file documents under this section is ministerial. The secretary of state's filing or refusing to file a document does not create a presumption that:

(a) the document does or does not conform to the requirements of this chapter; or

(b) the information contained in the document is correct or incorrect.

(5) The secretary of state may correct errors caused by a filing officer. The error and the correction must be retained in the file containing the document in which the error appeared. For the purposes of this subsection, a filing officer is a person employed in a filing office as defined in 30-9A-102 .

(6) The secretary of state shall file a document that otherwise complies with the requirements of 35-14-120 and this section for any entity that originated under the laws of entity formation of a federally recognized Indian tribe.
Mont. Code Ann. § 35-9-304 — MT Code / Title 35 / Chapter 9 / Part 3 / Section 35-9-304
35-9-304 Annual meeting
Status: in_force

35-9-304 . Annual meeting. (1) The annual meeting date for a statutory close corporation is the first business day after May 31 unless its articles of incorporation, bylaws, or a shareholder agreement authorized by 35-9-301 fixes a different date.

(2) A statutory close corporation need not hold an annual meeting unless one or more shareholders deliver written notice to the corporation requesting a meeting at least 30 days before the meeting date determined under subsection (1).
Mont. Code Ann. § 35-10-409 — MT Code / Title 35 / Chapter 10 / Part 4 / Section 35-10-409
35-10-409 Remedies of partnership and partners
Status: in_force

35-10-409 . Remedies of partnership and partners. (1) A partnership may maintain an action against a partner for a breach of the partnership agreement or for the violation of a duty to the partnership that causes harm to the partnership.

(2) A partner may maintain an action against the partnership or another partner for legal or equitable relief, including an accounting as to partnership business, to enforce:

(a) a right under the partnership agreement;

(b) a right under this chapter, including the partner's:

(i) rights under 35-10-401 through 35-10-403 and 35-10-405 ;

(ii) right on dissociation to have the partner's interest in the partnership purchased pursuant to 35-10-619 or enforce any other right under 35-10-616 through 35-10-623 ; or

(iii) right to compel a dissolution and winding up of the partnership business under 35-10-624 or enforce any other right under 35-10-602 , 35-10-609 , and 35-10-624 through 35-10-629 ; or

(c) the rights and otherwise protect the interests of the partner, including rights and interests arising independent of the partnership relationship.

(3) The accrual of and any time limitation on a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
Mont. Code Ann. § 35-2-908 — MT Code / Title 35 / Chapter 2 / Part 9 / Section 35-2-908
35-2-908 Scope of inspection rights
Status: in_force

35-2-908 . Scope of inspection rights. (1) A member's agent or attorney has the same inspection and copying rights as the member the agent or attorney represents.

(2) The right to copy records under 35-2-907 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.

(3) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records.

(4) The corporation may comply with a member's demand to inspect the record of members under 35-2-907 (2)(c) by providing the member with a list of its members that was compiled no earlier than the date of the member's demand.
Mont. Code Ann. § 35-8-909 — MT Code / Title 35 / Chapter 8 / Part 9 / Section 35-8-909
35-8-909 Unknown claims against dissolved or terminated limited liability companies
Status: in_force

35-8-909 . Unknown claims against dissolved or terminated limited liability companies. (1) Subject to 35-8-908 and subsections (2) through (5) of this section, the dissolution or termination of a limited liability company, including dissolution by the expiration of its term, does not take away or impair any remedy available to or against the limited liability company or its members or managers for any claim or right, whether or not the claim or right existed or accrued prior to dissolution or termination. A proceeding by or against the limited liability company may be prosecuted or defended by the limited liability company in its name. The members and managers have power to take action as appropriate to protect the remedy, right, or claim.

(2) A dissolved or terminated limited liability company may publish notice of its dissolution or termination and request that persons having claims against it present the claims in accordance with the notice.

(3) The notice must:

(a) be published at least once in a newspaper of general circulation in the county in which the dissolved or terminated limited liability company's principal office is located or, if there is none in this state, then in the county in which its designated office is or was last located;

(b) describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; and

(c) state that a claim against the limited liability company is barred unless a proceeding to enforce the claim is commenced within 5 years after publication of the notice.

(4) If a dissolved or terminated limited liability company publishes a notice in accordance with subsection (3), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved or terminated company within 5 years after the publication date of the notice:

(a) a claimant who did not receive written notice under 35-8-908 ;

(b) a claimant whose claim was timely sent to the dissolved or terminated company but not acted on; and

(c) a claimant whose claim is contingent on or based on an event occurring after the effective date of dissolution or termination.

(5) A claim not barred under this section may be enforced:

(a) against the dissolved or terminated limited liability company, to the extent of its undistributed assets; or

(b) if the assets have been distributed in liquidation, against a member of the dissolved or terminated company to the extent of the member's proportionate share of the claim or the company's assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total amount of assets distributed to the member.
Mont. Code Ann. § 35-2-732 — MT Code / Title 35 / Chapter 2 / Part 7 / Section 35-2-732
35-2-732 Deposit with state treasurer
Status: in_force

35-2-732 . Deposit with state treasurer. Assets of a dissolved corporation that should be transferred to a creditor, claimant, or member of the corporation who cannot be found or who is not competent to receive them must be reduced to cash, subject to known trust restrictions, and deposited with the state treasurer for safekeeping. However, in the state treasurer's discretion, property may be received and held in kind. When the creditor, claimant, or member furnishes satisfactory proof of entitlement to the amount deposited or property held in kind, the state treasurer shall deliver to the creditor, claimant, member, or other person as the creditor's, claimant's, or member's representative that amount or property.
Mont. Code Ann. § 35-8-204 — MT Code / Title 35 / Chapter 8 / Part 2 / Section 35-8-204
35-8-204 Execution of documents
Status: reserved

35-8-204 . Execution of documents. (1) Unless otherwise specified in this chapter, a document required by this chapter to be filed with or delivered to the secretary of state must be executed:

(a) by any manager if management of the limited liability company is vested in one or more managers or by a member if management of the limited liability company is reserved to the members;

(b) if the limited liability company has not been formed, by the person or persons forming the limited liability company; or

(c) if the limited liability company is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.

(2) The person executing the document shall sign it and state, beneath or opposite the signature, the person's name and the capacity in which the person signs.

(3) The person executing the document may do so as an attorney-in-fact. Powers of attorney relating to the execution of the document do not need to be shown to or filed with the secretary of state.
Mont. Code Ann. § 35-14-501 — MT Code / Title 35 / Chapter 14 / Part 5 / Section 35-14-501
35-14-501 Registered office and agent -- domestic and registered foreign corporations
Status: in_force

35-14-501 . Registered office and agent -- domestic and registered foreign corporations. (1) Each corporation shall continuously maintain in this state a registered office and a registered agent in compliance with Title 35, chapter 7.

(2) As used in this part, "corporation" means both a domestic corporation and a registered foreign corporation.
Mont. Code Ann. § 35-8-1403 — MT Code / Title 35 / Chapter 8 / Part 14 / Section 35-8-1403
35-8-1403 Plan of domestication
Status: in_force

35-8-1403 . Plan of domestication. (1) A domestic entity may become a foreign entity in a domestication by approving a plan of domestication. The plan must be in a record and must contain:

(a) the name and type of entity of the domesticating entity;

(b) the name and jurisdiction of formation of the domesticated entity;

(c) the manner of converting the interests in the domesticating entity into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of these;

(d) the proposed public organic record of the domesticated entity if it is a filing entity;

(e) the full text of the private organic rules of the domesticated entity that are proposed to be in a record;

(f) the other terms and conditions of the domestication; and

(g) any other provision required by the law of this state or the organic rules of the domesticating entity.

(2) In addition to the requirements of subsection (1), a plan of domestication may contain any other provision not prohibited by law.
Mont. Code Ann. § 35-8-804 — MT Code / Title 35 / Chapter 8 / Part 8 / Section 35-8-804
35-8-804 Member's power to dissociate -- wrongful dissociation
Status: in_force

35-8-804 . Member's power to dissociate -- wrongful dissociation. (1) Unless otherwise provided in the operating agreement, a member has the power to dissociate from a limited liability company at any time, rightfully or wrongfully, pursuant to 35-8-803 (1)(a).

(2) If the operating agreement has not eliminated a member's power to dissociate, the member's dissociation from a limited liability company is wrongful only if:

(a) it is in breach of an express provision of the agreement; or

(b) before the expiration of the specified term of a term company:

(i) the member withdraws by express will;

(ii) the member is expelled by judicial determination under 35-8-803 (1)(f);

(iii) the member is dissociated by becoming a debtor in bankruptcy; or

(iv) in the case of a member that is not an individual, trust, other than a business trust, or estate, the member is expelled or otherwise dissociated because it willfully dissolved or terminated its existence.

(3) A member that wrongfully dissociates from a limited liability company is liable to the company and to the other members for damages caused by the dissociation. The liability is in addition to any other obligation of the member to the company or to the other members.

(4) If a limited liability company does not dissolve and wind up its business as a result of a member's wrongful dissociation under subsection (2), damages sustained by the company for the wrongful dissociation must be offset against distributions otherwise due the member after the dissociation.
Mont. Code Ann. § 35-2-1107 — MT Code / Title 35 / Chapter 2 / Part 11 / Section 35-2-1107
35-2-1107 Secretary of state -- powers -- rulemaking
Status: in_force

35-2-1107 . Secretary of state -- powers -- rulemaking. (1) The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state's office by this chapter.

(2) The secretary of state may adopt rules to perform the duties required of the secretary of state under this chapter, including establishing necessary fees.
Mont. Code Ann. § 35-16-208 — MT Code / Title 35 / Chapter 16 / Part 2 / Section 35-16-208
35-16-208 Bylaws -- recording and amendment
Status: repealed

35-16-208 . Bylaws -- recording and amendment. (1) The bylaws and all amendments and additions thereto shall be recorded.

(2) The bylaws may be repealed or amended or new bylaws may be adopted at the annual meeting or at any other meeting of the members called for that purpose by the directors, by a vote representing two-thirds of the stock or other evidences of membership or by two-thirds of the members. The written assent of the holders of two-thirds of the stock or other evidences of membership or of two-thirds of the members is effective to repeal or amend a bylaw or to adopt additional bylaws. The power to repeal and amend the bylaws and to adopt new bylaws may, by a similar vote at any such meeting or by similar written assent, be delegated to the board of directors or trustees. That power, when delegated, may be revoked by a similar vote at any such meeting of the members.
Mont. Code Ann. § 35-2-550 — MT Code / Title 35 / Chapter 2 / Part 5 / Section 35-2-550
35-2-550 Unincorporated homeowners' association -- remote meetings
Status: in_force

35-2-550 . Unincorporated homeowners' association -- remote meetings. (1) Unless the bylaws or other governing documents adopted by the members of the association provide otherwise, an unincorporated homeowners' association may hold a meeting by remote means.

(2) For the purposes of this section, the following definitions apply:

(a) "Remote means" includes telephone audio, teleconference, or videoconference.

(b) "Unincorporated homeowners' association" means an unincorporated entity that is responsible for the operation of a community or a mobile home subdivision in which:

(i) the voting membership is made up of parcel owners or their agents or a combination of parcel owners and their agents;

(ii) membership is a mandatory condition of parcel ownership; and

(iii) the entity is authorized to impose assessments that, if unpaid, may become a lien on the parcel.
Mont. Code Ann. § 35-14-1504 — MT Code / Title 35 / Chapter 14 / Part 15 / Section 35-14-1504
35-14-1504 Amendment of foreign registration statement
Status: in_force

35-14-1504 . Amendment of foreign registration statement. A registered foreign corporation shall sign and deliver to the secretary of state for filing an amendment to its foreign registration statement if there is a change in:

(1) its name or alternate name;

(2) its jurisdiction of formation unless its registration is determined to have been withdrawn under 35-14-1508 or transferred under 35-14-1510 ; or

(3) an address required by 35-14-1503 (3).
Mont. Code Ann. § 35-8-302 — MT Code / Title 35 / Chapter 8 / Part 3 / Section 35-8-302
35-8-302 Admissions of members and managers
Status: in_force

35-8-302 . Admissions of members and managers. (1) Except as provided in subsection (2), an admission or representation made by a member concerning the business or affairs of a limited liability company within the scope of the member's authority as provided for by this chapter is evidence against the limited liability company.

(2) If the articles of organization provide that management of the limited liability company is vested in a manager or managers:

(a) an admission or representation made by a manager concerning the business or affairs of a limited liability company within the scope of the manager's authority, as provided for by this chapter, is evidence against the limited liability company; and

(b) the admission or representation of a member, acting solely in the capacity as a member, may not constitute evidence.
Mont. Code Ann. § 35-8-705 — MT Code / Title 35 / Chapter 8 / Part 7 / Section 35-8-705
35-8-705 Rights of judgment creditor
Status: in_force

35-8-705 . Rights of judgment creditor. (1) On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the distributional interest of the member with payment of the unsatisfied amount of judgment, with interest. To the extent charged, the judgment creditor has only the rights of an assignee of the distributional interest. This chapter does not deprive a member of the benefit of any exemption laws applicable to a distributional interest.

(2) The court may appoint a receiver of the share of the distributions due or to become due to a judgment debtor and make all other orders, directions, accounts, and inquiries that the judgment debtor may have made or that the circumstances require to give effect to the charging order.

(3) A charging order constitutes a lien on the judgment debtor's distributional interest. The court may order a foreclosure of a lien on a distributional interest subject to the charging order at any time. A purchaser of the distributional interest at a foreclosure sale has the rights of a transferee.

(4) At any time before foreclosure, a distributional interest that is charged may be redeemed:

(a) by the judgment debtor;

(b) by one or more of the other members with property other than the company's; or

(c) with the company's property if permitted by the operating agreement.

(5) This section provides the exclusive remedy by which a judgment creditor of a member or a transferee may satisfy a judgment out of the judgment debtor's distributional interest in a limited liability company.
Mont. Code Ann. § 35-18-316 — MT Code / Title 35 / Chapter 18 / Part 3 / Section 35-18-316
35-18-316 Allocation and retirement of patronage capital -- retention of unclaimed retirement payments
Status: in_force

35-18-316 . Allocation and retirement of patronage capital -- retention of unclaimed retirement payments. (1) A cooperative's patronage capital for any fiscal year must, unless otherwise determined by a vote of the members, be allocated by the cooperative to its members in accordance with this section.

(2) (a) Patronage capital must be determined by a cooperative on an annual basis and reflect an amount equal to cooperative revenue in excess of its costs of doing business.

(b) For the purposes of patronage capital, costs include but are not limited to revenue to:

(i) defray expenses of the cooperative and of the operation and maintenance of its facilities during the fiscal year;

(ii) pay interest and principal obligations of the cooperative coming due in the fiscal year;

(iii) finance or provide a reserve for the financing of the construction or acquisition by the cooperative of additional facilities to the extent determined by the board of trustees;

(iv) provide a reasonable reserve for working capital;

(v) provide a reserve for the payment of indebtedness of the cooperative maturing more than 1 year after the date of the incurrence of the indebtedness in an amount not less than the total of the interest and principal payments required to be made during the next fiscal year; and

(vi) provide a fund, which may be not less than 2% or more than 5% of the balance remaining, for education in cooperation and for the dissemination of information concerning the effective use of electrical energy and other services made available by the cooperative.

(3) (a) Patronage capital must annually be allocated on the books of the cooperative to each member.

(b) The allocation must be based on and in proportion to:

(i) the revenue from each member or group of similar members;

(ii) the contribution of each member or group of similar members to the cooperative's overall patronage capital; or

(iii) any combination of subsections (3)(b)(i) and (3)(b)(ii) as determined by the board of trustees.

(4) The allocation of patronage capital to a member's account does not vest until the board of trustees determines that retirement is proper pursuant to subsection (5).

(5) (a) Retirement of patronage capital is the actual payment, as provided in subsection (6), of patronage capital to the cooperative members to whom it has previously been allocated.

(b) The board of trustees of a cooperative may, in its discretion, use its business judgment to retire patronage capital allocated on the books of the cooperative when the retirement is consistent with sound business and management practices and the long-term financial stability of the cooperative. If the board of trustees, in its discretion, uses its business judgment to offer members the option of accepting retirement of patronage capital outside of the normal retirement cycle, then the retirement may be discounted from the board's approved retirement cycle to present-day value when determined to be appropriate by the board of trustees.

(6) When the board of trustees of the cooperative determines in accordance with subsection (5) that patronage capital should be retired, the payment must be made. Interest may not be paid or payable by the cooperative on any patronage capital furnished by its members.

(7) Nothing contained in this section may be construed to prohibit the payment by a cooperative of all or any part of its indebtedness prior to the date when the payment becomes due.

(8) A cooperative shall, upon the action of the board of trustees, retain retirements of patronage capital allocated to its members that remain unclaimed for a period of 5 years after the end of the year in which the retirement is made. Unclaimed retirements retained by the cooperative must be used for educational purposes.
Mont. Code Ann. § 35-6-101 — MT Code / Title 35 / Chapter 6 / Part 1 / Section 35-6-101
35-6-101 Applicability to corporations presently in default
Status: in_force

35-6-101 . Applicability to corporations presently in default. (1) The secretary of state may initiate procedures consistent with this chapter to dissolve nonprofit corporations organized under Title 35, chapters 2 and 3.

(2) Administrative dissolution of corporations organized under Title 35, chapters 4 and 9 or chapter 14, is governed by 35-14-1420 through 35-14-1423 .

(3) As used in 35-6-103 and 35-6-104 , "defaulting corporation" does not include a corporation organized under Title 35, chapters 4 and 9 or chapter 14.
Mont. Code Ann. § 35-14-1331 — MT Code / Title 35 / Chapter 14 / Part 13 / Section 35-14-1331
35-14-1331 Court costs -- expenses
Status: in_force

35-14-1331 . Court costs -- expenses. (1) The court in an appraisal proceeding commenced under 35-14-1330 shall determine all court costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the court costs against the corporation, except that the court may assess court costs against all or some of the shareholders demanding appraisal, in amounts the court finds equitable, to the extent the court finds the shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this part.

(2) The court in an appraisal proceeding may also assess the expenses of the respective parties in amounts the court finds equitable:

(a) against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with the requirements of 35-14-1320 , 35-14-1322 , 35-14-1324 , or 35-14-1325 ; or

(b) against either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds the party against whom expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this part.

(3) If the court in an appraisal proceeding finds that the expenses incurred by any shareholder were of substantial benefit to other shareholders similarly situated and that the expenses should not be assessed against the corporation, the court may direct that those expenses be paid out of the amounts awarded the shareholders who were benefited.

(4) To the extent the corporation fails to make a required payment pursuant to 35-14-1324 , 35-14-1325 , or 35-14-1326 , any affected shareholder may sue directly for the amount owed and, to the extent successful, is entitled to recover from the corporation all expenses of the suit.
Mont. Code Ann. § 35-16-304 — MT Code / Title 35 / Chapter 16 / Part 3 / Section 35-16-304
35-16-304 Withdrawal -- application to court for order
Status: in_force

35-16-304 . Withdrawal -- application to court for order. If the board of directors refuses or fails for a period of 30 days to act upon a petition of withdrawal, the petitioner is entitled to apply to the district court in the county in which the land or the larger proportion of the land is situated for an order of withdrawal, and upon payment to the clerk of the court for the use and benefit of the holders of mortgages or other liens against the corporation or its membership land of the pro rata amount of the petitioner's land's liabilities, the petitioner is entitled to an order of withdrawal and release of the petitioner's land. The filing with the clerk and recorder of a duly certified copy of the order permitting withdrawal operates to release the membership land described in the order from any liens of the corporation under the provisions of this chapter.
Mont. Code Ann. § 35-10-202 — MT Code / Title 35 / Chapter 10 / Part 2 / Section 35-10-202
35-10-202 Creation of partnership
Status: in_force

35-10-202 . Creation of partnership. (1) Except as provided in subsection (2), the association of two or more persons to carry on as co-owners a business for profit creates a partnership, whether or not the persons intend to create a partnership.

(2) An association created under a statute other than this chapter, a predecessor law, or a comparable law of another jurisdiction is not a partnership.

(3) In determining whether a partnership is created, the following rules apply:

(a) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership even if the co-owners share profits made by the use of the property.

(b) The sharing of gross returns does not by itself establish a partnership even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.

(c) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:

(i) of a debt by installments or otherwise;

(ii) for services as an independent contractor or of wages or other compensation to an employee;

(iii) of rent;

(iv) of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner;

(v) of interest or of another charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral or rights to income, proceeds, or increase in value derived from the collateral; or

(vi) for the sale of the goodwill of a business or other property by installments or otherwise.

(4) Except as provided by 35-10-308 , persons who are not partners as to each other are not partners as to other persons.

(5) A partnership created under this chapter is a general partnership, and the partners are general partners of the partnership.
Mont. Code Ann. § 35-3-209 — MT Code / Title 35 / Chapter 3 / Part 2 / Section 35-3-209
35-3-209 Annual report
Status: in_force

35-3-209 . Annual report. (1) Each corporation, subject to the provisions of this chapter, shall file within the time and in the manner prescribed by the Montana Nonprofit Corporation Act an annual report on forms or in a computerized format prescribed by the secretary of state, setting forth:

(a) the name of the corporation and the name of the present incumbent chief corporate officer;

(b) the business mailing address of the principal office of the corporation, wherever located, and the information specified by 35-7-105 (1);

(c) the names and business mailing addresses of the present members of the board of advisers or consultors of the corporation.

(2) The report must be executed by the chief corporate officer or by an attorney-in-fact acting under a power of attorney filed with the secretary of state by the chief corporate officer.
Mont. Code Ann. § 35-20-203 — MT Code / Title 35 / Chapter 20 / Part 2 / Section 35-20-203
35-20-203 Vacancies in membership
Status: in_force

35-20-203 . Vacancies in membership. All vacancies occurring by death or otherwise in the membership of any cemetery association organized under this chapter shall be filled by a vote of the surviving or remaining associates named in the certificate of association. All persons so elected to fill any such vacancy shall be entitled to vote at the election of trustees and be eligible to the office of trustee of said incorporation and shall have and be entitled to the same rights, powers, and privileges as the original associates named in said certificate.
Mont. Code Ann. § 35-14-102 — MT Code / Title 35 / Chapter 14 / Part 1 / Section 35-14-102
35-14-102 Reservation of power to amend or repeal
Status: in_force

35-14-102 . Reservation of power to amend or repeal. The legislature has power to amend or repeal all or part of this chapter at any time, and all domestic and foreign corporations subject to this chapter are governed by the amendment or repeal.
Mont. Code Ann. § 35-10-626 — MT Code / Title 35 / Chapter 10 / Part 6 / Section 35-10-626
35-10-626 Partner's power to bind partnership after dissolution
Status: in_force

35-10-626 . Partner's power to bind partnership after dissolution. Subject to 35-10-627 , a partnership is bound by a partner's act after dissolution that:

(1) is appropriate for winding up the partnership business; or

(2) would have bound the partnership under 35-10-301 before dissolution if the other party to the transaction did not have notice of the dissolution.
Mont. Code Ann. § 35-10-643 — MT Code / Title 35 / Chapter 10 / Part 6 / Section 35-10-643
35-10-643 Statement of merger
Status: in_force

35-10-643 . Statement of merger. (1) After a merger, the surviving partnership or limited partnership may file a statement that one or more partnerships or limited partnerships have merged into the surviving entity.

(2) A statement of merger must contain:

(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 were merged;

(c) the street address of the surviving entity's chief executive office and of an office in this state, if any; and

(d) whether the surviving entity is a partnership or limited partnership.

(3) Except as provided in subsection (4), for the purposes of 35-10-302 , property of the surviving partnership or limited partnership that before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.

(4) For the purposes of 35-10-302 , real property of the surviving partnership or limited partnership that before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.

(5) A filed and, if appropriate, recorded statement of merger that is executed and declared to be accurate pursuant to 35-10-111 , that states the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger, and that states the name of the surviving entity but that does not contain all of the other information required by subsection (2) operates with respect to the partnerships or limited partnerships named to the extent provided in subsections (3) and (4).
Mont. Code Ann. § 35-2-441 — MT Code / Title 35 / Chapter 2 / Part 4 / Section 35-2-441
35-2-441 Standards of conduct for officers
Status: in_force

35-2-441 . Standards of conduct for officers. (1) An officer with discretionary authority shall discharge the duties under that authority:

(a) in good faith;

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

(c) in a manner the officer reasonably believes to be in the best interests of the corporation and its members, if any.

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

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

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

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

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

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

(5) This part does not modify any limitation of liability of officers provided by Title 27.
Mont. Code Ann. § 35-12-808 — MT Code / Title 35 / Chapter 12 / Part 8 / Section 35-12-808
35-12-808 Actions by and against partnership and partners
Status: in_force

35-12-808 . Actions by and against partnership and partners. (1) To the extent not inconsistent with 35-12-803 , a general partner may be joined in an action against the limited partnership or named in a separate action.

(2) A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a limited partnership may not be satisfied from a general partner's assets unless there is also a judgment against the general partner.

(3) A judgment creditor of a general partner may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership unless the partner is personally liable for the claim under 35-12-803 and:

(a) a judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;

(b) the limited partnership is a debtor in bankruptcy;

(c) the general partner has agreed that the creditor need not exhaust limited partnership assets;

(d) a court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that limited partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of limited partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or

(e) liability is imposed on the general partner by law or contract independent of the existence of the limited partnership.
Mont. Code Ann. § 35-15-211 — MT Code / Title 35 / Chapter 15 / Part 2 / Section 35-15-211
35-15-211 Filing of facsimile copy
Status: in_force

35-15-211 . 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. § 35-10-510 — MT Code / Title 35 / Chapter 10 / Part 5 / Section 35-10-510
35-10-510 Transfer of partner's transferable interest
Status: in_force

35-10-510 . Transfer of partner's transferable interest. (1) A transfer, in whole or in part, of a partner's transferable interest in the partnership:

(a) is permissible;

(b) does not by itself cause a dissolution and winding up of the partnership business; and

(c) does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning or an account of partnership transactions, or to inspect or copy the partnership books or records.

(2) A transferee of a partner's transferable interest in the partnership has a right:

(a) to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;

(b) to receive the net amount otherwise distributable to the transferor upon the dissolution and winding up of the partnership business; and

(c) to seek under 35-10-624 (6) a judicial determination that it is equitable to wind up the partnership business.

(3) In a dissolution and winding up, a transferee is entitled to receive an accounting only from the date of the last account agreed to by all of the partners.

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

(5) Until receipt of notice of a transfer, a partnership has no duty to give effect to the transferee's rights under this section.