reglab/housing_qa huggingface dataset:
MT Code § 35-12-1309 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 13. Foreign Limited Partnerships|35-12-1309. Activities not constituting transacting business

  35-12-1309. Activities not constituting transacting business. (1) Activities of a foreign limited partnership that do not constitute transacting business in this state within the meaning of 35-12-1309 through 35-12-1313 include:   (a) maintaining, defending, and settling an action or proceeding;   (b) holding meetings of its partners or carrying on any other activity concerning its internal affairs;   (c) maintaining accounts in financial institutions;   (d) maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited partnership's own securities or maintaining trustees or depositories with respect to those securities;   (e) selling through independent contractors;   (f) soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise if the orders require acceptance outside this state before they become contracts;   (g) creating or acquiring indebtedness, mortgages, or security interests in real or personal property;   (h) securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, and maintaining property so acquired;   (i) conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions of a like manner; and   (j) transacting business in interstate commerce.   (2) For purposes of 35-12-1309 through 35-12-1313, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection (1), constitutes transacting business in this state.   (3) This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under any other law of this state.   History: En. Sec. 71, Ch. 216, L. 2011.
MT Code § 35-12-1310 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 13. Foreign Limited Partnerships|35-12-1310. Filing of certificate of authority

  35-12-1310. Filing of certificate of authority. Unless the secretary of state determines that an application for a certificate of authority does not comply with the filing requirements of this chapter, the secretary of state, upon payment of all filing fees, shall file the application, shall prepare, sign, and file a certificate of authority to transact business in this state, and shall, upon payment of a fee, send a copy of the filed certificate to the foreign limited partnership or its representative.   History: En. Sec. 72, Ch. 216, L. 2011.
MT Code § 35-12-1311 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 13. Foreign Limited Partnerships|35-12-1311. Application for renewal of foreign limited partnership certification -- requirement for appointed registered agent

  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.   History: En. Sec. 34, Ch. 26, L. 2011.
MT Code § 35-12-1312 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 13. Foreign Limited Partnerships|35-12-1312. Noncomplying name of foreign limited partnership

  35-12-1312. Noncomplying name of foreign limited partnership. (1) A foreign limited partnership whose name does not comply with 35-12-505 may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternate name that complies with 35-12-505. A foreign limited partnership that adopts an alternate name under this subsection and then obtains a certificate of authority with the name need not comply with Title 30, chapter 13, part 2. After obtaining a certificate of authority with an alternate name, a foreign limited partnership shall transact business in this state under the name unless the foreign limited partnership is authorized under Title 30, chapter 13, part 2, to transact business in this state under another name.   (2) If a foreign limited partnership authorized to transact business in this state changes its name to one that does not comply with 35-12-505, it may not thereafter transact business in this state until it complies with subsection (1) of this section and obtains an amended certificate of authority.   History: En. Sec. 73, Ch. 216, L. 2011.
MT Code § 35-12-1313 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 13. Foreign Limited Partnerships|35-12-1313. Revocation of certificate of authority

  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.   History: En. Sec. 74, Ch. 216, L. 2011; amd. Sec. 15, Ch. 23, L. 2017.
MT Code § 35-12-1314 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 13. Foreign Limited Partnerships|35-12-1314. Amendment of certificate of authority -- requirements

  35-12-1314. Amendment of certificate of authority -- requirements. (1) A foreign limited partnership may amend its certificate of authority to transact business by delivering to the secretary of state for filing an amendment stating:   (a) the name of the foreign limited partnership;   (b) the date of filing of the foreign limited partnership's initial certificate; and   (c) the changes the amendment makes to the certificate of authority to transact business as most recently amended.   (2) A foreign limited partnership shall promptly deliver to the secretary of state for filing an amendment to a certificate of authority to transact business to reflect:   (a) the admission of a new general partner;   (b) the dissociation of a general partner; or   (c) the revision of any other information at any time for a proper purpose as determined by the foreign limited partnership.   (3) A general partner that knows that any information in an application for registration as a foreign limited partnership was false when filed or that any information in a certificate of authority to transact business has become false due to changed circumstances shall promptly:   (a) cause the certificate to be amended; or   (b) if appropriate, deliver to the secretary of state for filing a statement of change pursuant to 35-7-110 or a statement of correction pursuant to 35-12-616.   (4) Subject to 35-12-614(3), an amendment is effective when filed by the secretary of state.   History: En. Sec. 1, Ch. 43, L. 2015.
MT Code § 35-12-1401 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 14. Derivative Actions|35-12-1401. Derivative action

  35-12-1401. Derivative action. A partner may maintain a derivative action to enforce a right of a limited partnership if:   (1) the partner first makes a demand on the general partners requesting that they cause the limited partnership to bring an action to enforce the right and the general partners do not bring the action within a reasonable time; or   (2) a demand would be futile.   History: En. Sec. 59, Ch. 522, L. 1981; amd. Sec. 78, Ch. 216, L. 2011.
MT Code § 35-12-1402 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 14. Derivative Actions|35-12-1402. Proper plaintiff

  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.   History: En. Sec. 60, Ch. 522, L. 1981; amd. Sec. 32, Ch. 268, L. 1997; amd. Sec. 79, Ch. 216, L. 2011.
MT Code § 35-12-1403 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 14. Derivative Actions|35-12-1403. Pleading

  35-12-1403. Pleading. In a derivative action, the complaint must state with particularity:   (1) the date and content of the plaintiff's demand and the general partners' response to the demand; or   (2) why the demand should be excused as futile.   History: En. Sec. 61, Ch. 522, L. 1981; amd. Sec. 80, Ch. 216, L. 2011.
MT Code § 35-12-1404 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 14. Derivative Actions|35-12-1404. Proceeds and expenses

  35-12-1404. Proceeds and expenses. (1) Except as provided in subsection (2):   (a) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff;   (b) if the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited partnership.   (2) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney fees, from the recovery of the limited partnership.   History: En. Sec. 62, Ch. 522, L. 1981; amd. Sec. 1314, Ch. 56, L. 2009; amd. Sec. 81, Ch. 216, L. 2011.
MT Code § 35-12-1405 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 14. Derivative Actions|35-12-1405. Direct action by partner

  35-12-1405. Direct action by partner. (1) Subject to subsection (2), a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership's activities, to enforce the rights and otherwise protect the interests of the partner, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship.   (2) A partner commencing a direct action under this section is required to plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.   (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.   History: En. Sec. 77, Ch. 216, L. 2011.
MT Code § 35-12-1502 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 15. Conversion|35-12-1502. Conversion

  35-12-1502. Conversion. (1) An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to another organization pursuant to 35-12-1501 through 35-12-1505 and a plan of conversion if:   (a) the other organization's governing statute authorizes the conversion;   (b) the conversion is not prohibited by the law of the jurisdiction that enacted the governing statute; and   (c) the other organization complies with its governing statute in effecting the conversion.   (2) A plan of conversion must be in a record and must include:   (a) the name and form of the organization before conversion;   (b) the name and form of the organization after conversion;   (c) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and   (d) the organizational documents of the converted organization.   History: En. Sec. 83, Ch. 216, L. 2011.
MT Code § 35-12-1503 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 15. Conversion|35-12-1503. Action on plan of conversion by converting limited partnership

  35-12-1503. Action on plan of conversion by converting limited partnership. (1) Subject to 35-12-1515, a plan of conversion must be consented to by all the partners of a converting limited partnership.   (2) Subject to 35-12-1515 and any contractual rights, after a conversion is approved, and at any time before a filing is made under 35-12-1504, a converting limited partnership may amend the plan or abandon the planned conversion:   (a) as provided in the plan; and   (b) except as prohibited by the plan, by the same consent as was required to approve the plan.   History: En. Sec. 84, Ch. 216, L. 2011.
MT Code § 35-12-1504 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 15. Conversion|35-12-1504. Filings required for conversion -- effective date

  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.   History: En. Sec. 85, Ch. 216, L. 2011.
MT Code § 35-12-1505 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 15. Conversion|35-12-1505. Effect of conversion

  35-12-1505. Effect of conversion. (1) An organization 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 organization remains vested in the converted organization;   (b) all debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization;   (c) an action or proceeding pending by or against the converting organization 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 organization remain vested in the converted organization; and   (e) except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect.   (3) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting limited partnership if before the conversion the converting limited partnership was subject to suit in this state on the obligation. A converted 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 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.   History: En. Sec. 86, Ch. 216, L. 2011.
MT Code § 35-12-1506 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 15. Conversion|35-12-1506. through 35-12-1510 reserved

  35-12-1506 through 35-12-1510 reserved.
MT Code § 35-12-1511 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 15. Conversion|35-12-1511. Merger

  35-12-1511. Merger. (1) A limited partnership may merge with one or more other constituent organizations pursuant to 35-12-1512 through 35-12-1514, this section, and a plan of merger if:   (a) the governing statute of each of the other organizations authorizes the merger;   (b) the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and   (c) each of the other organizations complies with its governing statute in effecting the merger.   (2) A plan of merger must be in a record and must include:   (a) the name and form of each constituent organization;   (b) the name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect;   (c) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration;   (d) if the surviving organization is to be created by the merger, the surviving organization's organizational documents; and   (e) if the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents.   History: En. Sec. 87, Ch. 216, L. 2011.
MT Code § 35-12-1512 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 15. Conversion|35-12-1512. Action on plan of merger by constituent limited partners

  35-12-1512. Action on plan of merger by constituent limited partners. (1) Subject to 35-12-1515, a plan of merger must be consented to by all the partners of a constituent limited partnership.   (2) Subject to 35-12-1515 and any contractual rights, after a merger is approved and at any time before a filing is made under 35-12-1513, a constituent limited partnership may amend the plan or abandon the planned merger:   (a) as provided in the plan; and   (b) except as prohibited by the plan, with the same consent as was required to approve the plan.   History: En. Sec. 88, Ch. 216, L. 2011.