reglab/housing_qa huggingface dataset:
MT Code § 35-14-920 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 9. Domestication and Conversion|35-14-920. Domestication

  35-14-920. Domestication. (1) By complying with the provisions of 35-14-920 through 35-14-924 applicable to foreign corporations, a foreign corporation may become a domestic corporation if the domestication is permitted by the organic law of the foreign corporation.   (2) By complying with the provisions of 35-14-920 through 35-14-924, a domestic corporation may become a foreign corporation pursuant to a plan of domestication if the domestication is permitted by the organic law of the foreign corporation.   (3) The plan of domestication must include:   (a) the name of the domesticating corporation;   (b) the name and jurisdiction of formation of the domesticated corporation;   (c) the manner and basis of reclassifying the shares of the domesticating corporation into shares or other securities, obligations, rights to acquire shares or other securities, cash, other property, or any combination;   (d) the proposed articles of incorporation and bylaws of the domesticated corporation; and   (e) the other terms and conditions of the domestication.   (4) In addition to the requirements of subsection (3), a plan of domestication may contain any other provision not prohibited by law.   (5) The terms of a plan of domestication may be made dependent on facts objectively ascertainable outside the plan in accordance with 35-14-120(11).   (6) If a protected agreement of a domestic domesticating corporation in effect immediately before the domestication becomes effective contains a provision applying to a merger of the corporation and the agreement does not refer to a domestication of the corporation, the provision applies to a domestication of the corporation as if the domestication were a merger until the first time the provision is amended after the enactment date.   History: En. Sec. 138, Ch. 271, L. 2019.
MT Code § 35-14-922 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 9. Domestication and Conversion|35-14-922. Articles of domestication -- effectiveness

  35-14-922. Articles of domestication -- effectiveness. (1) After:   (a) a plan of domestication of a domestic corporation has been adopted and approved as required by this chapter; or   (b) a foreign corporation that is a domesticating corporation has approved a domestication as required under its organic law, articles of domestication must be signed by the domesticating corporation. The articles must set forth:   (i) the name of the domesticating corporation and its jurisdiction of formation;   (ii) the name of the domesticated corporation and its jurisdiction of formation; and   (iii) if the domesticating corporation is:   (A) a domestic corporation, a statement that the plan of domestication was approved in accordance with this part; or   (B) a foreign corporation, a statement that the domestication was approved in accordance with its organic law.   (2) If the domesticated corporation is a domestic corporation, the articles of domestication must have attached articles of incorporation of the domesticated corporation that satisfy the requirements of 35-14-202. Provisions that would not be required to be included in restated articles of incorporation may be omitted from the articles of incorporation attached to the articles of domestication.   (3) The articles of domestication must be delivered to the secretary of state for filing and take effect on the effective date determined in accordance with 35-14-123.   (4) If the domesticated corporation is a domestic corporation, the domestication becomes effective on the date the articles of domestication are effective. If the domesticated corporation is a foreign corporation, the domestication becomes effective on the later of:   (a) the date and time provided by the organic law of the domesticated corporation; or   (b) the date the articles of domestication are effective.   (5) If the domesticating corporation is a foreign corporation that is registered to do business in this state under part 15 of this chapter, its registration statement is canceled automatically when the domestication becomes effective.   History: En. Sec. 140, Ch. 271, L. 2019.
MT Code § 35-14-923 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 9. Domestication and Conversion|35-14-923. Amendment of plan of domestication -- abandonment

  35-14-923. Amendment of plan of domestication -- abandonment. (1) A plan of domestication of 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 a shareholder that was entitled to vote on or consent to approval of the plan is entitled to vote on or consent to any amendment of the plan that will change:   (i) the amount or kind of shares or other securities, obligations, rights to acquire shares or other securities, cash, other property, or any combination to be received by any of the shareholders of the domesticating corporation under the plan;   (ii) the articles of incorporation or bylaws of the domesticated corporation that will be in effect immediately after the domestication becomes effective except changes that do not require approval of the shareholders of the domesticated corporation under its organic law or its proposed articles of incorporation or bylaws as set forth in the plan; or   (iii) any of the other terms or conditions of the plan if the change would adversely affect the shareholder in any material respect.   (2) After a plan of domestication has been adopted and approved by a domestic corporation as required by 35-14-920 through 35-14-924 and before the articles of domestication have become effective, the plan may be abandoned by the corporation without action by its shareholders in accordance with 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 domestication is abandoned after the articles of domestication have been delivered to the secretary of state for filing but before the articles of domestication have become effective, articles of abandonment signed by the domesticating corporation must be delivered to the secretary of state for filing before the articles of domestication become effective. The articles of abandonment take effect on filing, and the domestication is abandoned and does not become effective. The articles of abandonment must contain:   (a) the name of the domesticating corporation;   (b) the date on which the articles of domestication were filed by the secretary of state; and   (c) a statement that the domestication has been abandoned in accordance with this section.   History: En. Sec. 141, Ch. 271, L. 2019.
MT Code § 35-14-925 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 9. Domestication and Conversion|35-14-925. through 35-14-929 reserved

  35-14-925 through 35-14-929 reserved.
MT Code § 35-14-930 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 9. Domestication and Conversion|35-14-930. Conversion

  35-14-930. Conversion. (1) By complying with 35-14-930 through 35-14-935, a domestic corporation may become:   (a) a domestic eligible entity; or   (b) a foreign eligible entity if the conversion is permitted by the organic law of the foreign entity.   (2) By complying with 35-14-930 through 35-14-935 and applicable provisions of its organic law, a domestic eligible entity may become a domestic corporation. If procedures for the approval of a conversion are not provided by the organic law or organic rules of a domestic eligible entity, the conversion must be adopted and approved in the same manner as a merger of that eligible entity. If the organic law or organic rules of a domestic eligible entity do not provide procedures for the approval of either a conversion or a merger, a plan of conversion may nonetheless be adopted and approved by the unanimous consent of all the interest holders of the domestic eligible entity. In either case, the conversion may then be effected as otherwise provided in 35-14-930 through 35-14-935. For purposes of applying 35-14-930 through 35-14-935:   (a) the eligible entity and its members or interest holders, eligible interests, and organic rules taken together are considered a domestic business corporation and its shareholders, shares, and articles of incorporation, respectively and vice versa, as the context may require; and   (b) if the business and affairs of the eligible entity are managed by a person or persons that are not identical to the members or interest holders, the person or persons are considered the board of directors.   (3) By complying with the provisions of 35-14-930 through 35-14-935 applicable to foreign entities, a foreign eligible entity may become a domestic corporation if the organic law of the foreign eligible entity permits it to become a business corporation in another jurisdiction.   (4) If a protected agreement of a domestic converting corporation in effect immediately before the conversion becomes effective contains a provision applying to a merger of the corporation that is a converting entity and the agreement does not refer to a conversion of the corporation, the provision applies to a conversion of the corporation as if the conversion were a merger until the first time the provision is amended after the enactment date.   History: En. Sec. 143, Ch. 271, L. 2019.
MT Code § 35-14-931 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 9. Domestication and Conversion|35-14-931. Plan of conversion

  35-14-931. Plan of conversion. (1) A domestic corporation may convert to a domestic or foreign eligible entity under 35-14-930 through 35-14-935 by approving a plan of conversion. The plan of conversion must include:   (a) the name of the converting corporation;   (b) the name, jurisdiction of formation, and type of entity of the converted entity;   (c) the manner and basis of converting the shares of the domestic corporation into eligible interests or other securities, obligations, rights to acquire eligible interests or other securities, cash, other property, or any combination;   (d) the other terms and conditions of the conversion; and   (e) the full text that will be in effect immediately after the conversion becomes effective of the organic rules of the converted entity, which must be in writing.   (2) In addition to the requirements of subsection (1), a plan of conversion may contain any other provision not prohibited by law.   (3) The terms of a plan of conversion may be made dependent on facts objectively ascertainable outside the plan in accordance with 35-14-120(11).   History: En. Sec. 144, Ch. 271, L. 2019.
MT Code § 35-14-932 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 9. Domestication and Conversion|35-14-932. Action on plan of conversion

  35-14-932. Action on plan of conversion. In the case of a conversion of a domestic corporation to a domestic or foreign eligible entity, the plan of conversion must be adopted in the following manner:   (1) The plan of conversion must first be adopted by the board of directors.   (2) (a) The plan of conversion must then be approved by the shareholders. In submitting the plan of conversion to the shareholders for their approval, the board of directors shall recommend that the shareholders approve the plan unless:   (i) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make the recommendation; or   (ii) 35-14-826 applies.   (b) If either subsection (2)(a)(i) or (2)(a)(ii) applies, the board of directors shall inform the shareholders of the basis for its determination.   (3) The board of directors may set conditions for approval of the plan of conversion by the shareholders or for the effectiveness of the plan of conversion.   (4) If the approval of the shareholders is to be given at a meeting, the corporation shall notify each shareholder, regardless of whether entitled to vote, of the meeting of shareholders at which the plan of conversion is to be submitted for approval. The notice must state that the purpose or one of the purposes of the meeting is to consider the plan of conversion and must contain or be accompanied by a copy or summary of the plan. The notice must include or be accompanied by a copy of the organic rules of the converted entity, which must be in writing as they will be in effect immediately after the conversion.   (5) Unless the articles of incorporation or the board of directors acting pursuant to subsection (3) requires a greater vote or a lesser vote, approval of the plan of conversion requires the approval of a majority of the votes entitled to be cast on the plan and, if any class or series of shares is entitled to vote as a separate group on the plan, the approval of a majority of the votes entitled to be cast on the plan by that voting group. The articles of incorporation may not provide a lower quorum for a voting group than shares representing a majority of the votes entitled to be cast on the matter by the voting group or a lesser vote for a voting group than is provided for in 35-14-725(3).   (6) If as a result of the conversion one or more shareholders of the converting domestic corporation would become subject to interest holder liability, approval of the plan of conversion must require the signing in connection with the transaction, by each affected shareholder, of a separate written consent to become subject to the interest holder liability.   History: En. Sec. 145, Ch. 271, L. 2019.
MT Code § 35-14-934 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 9. Domestication and Conversion|35-14-934. Amendment of plan of conversion -- abandonment

  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.   History: En. Sec. 147, Ch. 271, L. 2019.
MT Code § 35-14-1001 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 10. Amendment of Articles of Incorporation and Bylaws|35-14-1001. Authority to amend

  35-14-1001. Authority to amend. (1) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in the articles of incorporation.   (2) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.   History: En. Sec. 149, Ch. 271, L. 2019.
MT Code § 35-14-1002 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 10. Amendment of Articles of Incorporation and Bylaws|35-14-1002. Amendment before issuance of shares

  35-14-1002. Amendment before issuance of shares. If a corporation has not yet issued shares, its board of directors, or its incorporators if it has no board of directors, may adopt one or more amendments to the corporation's articles of incorporation.   History: En. Sec. 150, Ch. 271, L. 2019.
MT Code § 35-14-1004 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 10. Amendment of Articles of Incorporation and Bylaws|35-14-1004. Voting on amendments by voting groups

  35-14-1004. Voting on amendments by voting groups. (1) The holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by this chapter, on a proposed amendment to the articles of incorporation if the amendment would:   (a) effect an exchange or reclassification of all or part of the shares of the class into shares of another class;   (b) effect an exchange or reclassification or create the right of exchange of all or part of the shares of another class into shares of the class;   (c) change the rights, preferences, or limitations of all or part of the shares of the class;   (d) change the shares of all or part of the class into a different number of shares of the same class;   (e) create a new class of shares having rights or preferences with respect to distributions that are prior or superior to the shares of the class;   (f) increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions that are prior or superior to the shares of the class;   (g) limit or deny an existing preemptive right of all or part of the shares of the class; or   (h) cancel or otherwise affect rights to distributions that have accumulated but have not yet been authorized on all or part of the shares of the class.   (2) If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection (1), the holders of shares of that series are entitled to vote as a separate voting group on the proposed amendment.   (3) If a proposed amendment that entitles the holders of two or more classes or series of shares to vote as separate voting groups under this section would affect those two or more classes or series in the same or a substantially similar way, the holders of shares of all the classes or series so affected shall vote together as a single voting group on the proposed amendment unless otherwise provided in the articles of incorporation or added as a condition by the board of directors pursuant to 35-14-1003(3).   (4) A class or series of shares is entitled to the voting rights granted by this section even if the articles of incorporation provide that the shares are nonvoting shares.   History: En. Sec. 152, Ch. 271, L. 2019.
MT Code § 35-14-1005 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 10. Amendment of Articles of Incorporation and Bylaws|35-14-1005. Amendment by board of directors

  35-14-1005. Amendment by board of directors. Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt amendments to the corporation's articles of incorporation without shareholder approval:   (1) to extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;   (2) to delete the names and addresses of the initial directors;   (3) to delete the name and address of the initial registered agent or registered office if a statement of change is on file with the secretary of state;   (4) if the corporation has only one class of shares outstanding:   (a) to change each issued and unissued authorized share of the class into a greater number of whole shares of that class; or   (b) to increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend;   (5) to change the corporate name by substituting the word "corporation", "incorporated", "company", "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd.", for a similar word or abbreviation in the name or by adding, deleting, or changing a geographical attribution for the name;   (6) to reflect a reduction in authorized shares as a result of the operation of 35-14-631(2) when the corporation has acquired its own shares and the articles of incorporation prohibit the reissue of the acquired shares;   (7) to delete a class of shares from the articles of incorporation as a result of the operation of 35-14-631(2) when there are no remaining shares of the class because the corporation has acquired all shares of the class and the articles of incorporation prohibit the reissue of the acquired shares; or   (8) to make any change expressly permitted by 35-14-602(1) or (2) to be made without shareholder approval.   History: En. Sec. 153, Ch. 271, L. 2019.