reglab/housing_qa huggingface dataset:
MT Code § 35-10-624 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 10. Partnerships in General|Part 6. Dissolution and Winding Up|35-10-624. Events causing dissolution and winding up of partnership business

  35-10-624. Events causing dissolution and winding up of partnership business. Except as provided in 35-10-625, a partnership is dissolved and its business must be wound up only upon:   (1) receipt by a partnership at will of notice from a partner, other than a partner who is dissociated under 35-10-616(2) through (10), of that partner's express will to withdraw as a partner or upon any later date specified in the notice;   (2) in a partnership for a definite term or particular undertaking:   (a) within 90 days after a partner's wrongful dissociation under 35-10-617 or a partner's dissociation by death or otherwise under 35-10-616(6) through (10), receipt by the partnership of notice from another partner of that partner's express will to withdraw as a partner;   (b) the express will of all the partners; or   (c) the expiration of the term or the completion of the undertaking unless all the partners agree to continue the business, in which case the partnership agreement is considered amended retroactively to provide that the expiration or completion does not result in the dissolution and winding up of the partnership business;   (3) an event agreed to in the partnership agreement resulting in the winding up of the partnership business unless all the partners agree to continue the business, in which case the partnership agreement is considered amended retroactively to provide that the event does not result in the dissolution and winding up of the partnership business;   (4) an event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within 90 days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;   (5) a judicial decree, issued upon application by a partner, that:   (a) the economic purpose of the partnership is likely to be unreasonably frustrated;   (b) another partner has engaged in conduct relating to the partnership business that makes it not reasonably practicable to carry on the business in partnership with that partner; or   (c) it is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or   (6) a judicial decree, issued upon application by a transferee of a partner's transferable interest, that it is equitable to wind up the partnership business:   (a) if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer, after the expiration of the term or completion of the undertaking; or   (b) if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer, at any time.   History: En. Sec. 44, Ch. 238, L. 1993.
MT Code § 35-10-625 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 10. Partnerships in General|Part 6. Dissolution and Winding Up|35-10-625. Dissolution deferred 90 days

  35-10-625. Dissolution deferred 90 days. (1) Except as provided in subsection (2), a partnership of more than two persons is not dissolved until 90 days after receipt by the partnership of notice from a partner under 35-10-624(1) or (2)(a), and its business may be continued until that date as if no notice were received. Before that date, the partner who gave the notice may waive the right to have the partnership business wound up. If there is no waiver before that date, the partnership is dissolved and its business must be wound up.   (2) A partnership may be dissolved at any time during the 90-day period and its business wound up, by the express will of at least half of the other partners.   (3) After receipt by the partnership of notice from a partner under 35-10-624(1) or (2)(a), the partner who gave the notice:   (a) has no rights in the management and conduct of the partnership business if it is continued under subsection (1) but may participate in winding up the business under 35-10-609 if the partnership is dissolved on or before the expiration of the 90-day period pursuant to subsection (1) or (2);   (b) is liable for obligations incurred during the period only to the extent a dissociated partner would be liable under 35-10-620(2) or 35-10-621(2) but is not liable for contributions for and must be indemnified by the other partners against any partnership liability incurred by another partner to the extent the liability is not appropriate for winding up the partnership business; and   (c) must be credited with the partner's share of any profit earned during the period and may be charged with the partner's share of any loss incurred during the period but only to the extent of profits credited for the period.   History: En. Sec. 45, Ch. 238, L. 1993.
MT Code § 35-10-626 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 10. Partnerships in General|Part 6. Dissolution and Winding Up|35-10-626. Partner's power to bind partnership after dissolution

  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.   History: En. Sec. 48, Ch. 238, L. 1993.
MT Code § 35-10-627 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 10. Partnerships in General|Part 6. Dissolution and Winding Up|35-10-627. Statement of dissolution

  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.   History: En. Sec. 49, Ch. 238, L. 1993; amd. Sec. 14, Ch. 71, L. 2005.
MT Code § 35-10-628 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 10. Partnerships in General|Part 6. Dissolution and Winding Up|35-10-628. Partner's liability to other partners after dissolution

  35-10-628. Partner's liability to other partners after dissolution. (1) Except as provided in 35-10-625(3)(b) and subsection (2) of this section, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under 35-10-626 for which the partner is personally liable under 35-10-307 or 35-10-621.   (2) A partner who, with knowledge of the winding up, incurs a partnership liability under 35-10-626(2) by an act that is not appropriate for winding up the partnership business is liable to the partnership for any loss caused to the partnership arising from the liability.   History: En. Sec. 50, Ch. 238, L. 1993; amd. Sec. 14, Ch. 449, L. 1995.
MT Code § 35-10-629 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 10. Partnerships in General|Part 6. Dissolution and Winding Up|35-10-629. Settlement of accounts among partners

  35-10-629. Settlement of accounts among partners. (1) In winding up a partnership's business, the assets of the partnership must be applied to discharge its obligations to creditors, including partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions pursuant to subsection (2).   (2) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, the profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to that partner's positive account balance. A partner shall contribute to the partnership an amount equal to that partner's negative balance but only to the extent that the negative balance is attributable to debts, obligations, or liabilities for which the partner is personally liable under 35-10-307.   (3) To the extent not taken into account in settling the accounts among partners pursuant to subsection (2), each partner shall contribute, in the proportion in which the partner shares partnership losses and to the extent the partner is personally liable under 35-10-307, the amount necessary to satisfy partnership obligations. If a partner fails or is not obligated to contribute, the other partners shall contribute, in the proportions in which the partners share partnership losses, the additional amount necessary to satisfy the partnership obligations. A partner or a partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations but only to the extent the contributions are made because of obligations for which the other partners are personally liable under 35-10-307.   (4) The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership under subsections (2) and (3).   (5) An assignee for the benefit of creditors of a partnership or a partner or a person appointed by a court to represent creditors of a partnership or a partner may enforce a partner's obligation to contribute to the partnership under subsections (2) and (3).   History: En. Sec. 51, Ch. 238, L. 1993; amd. Sec. 15, Ch. 449, L. 1995.
MT Code § 35-10-630 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 10. Partnerships in General|Part 6. Dissolution and Winding Up|35-10-630. through 35-10-634 reserved

  35-10-630 through 35-10-634 reserved.
MT Code § 35-10-635 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 10. Partnerships in General|Part 6. Dissolution and Winding Up|35-10-635. Conversion of partnership to limited partnership

  35-10-635. Conversion of partnership to limited partnership. (1) A partnership may be converted to a limited partnership pursuant to this section.   (2) The terms and conditions of a conversion of a partnership to a limited partnership must be approved by all the partners or by a number or percentage specified for conversion in the partnership agreement.   (3) After the conversion is approved by the partners, the partnership shall file a certificate of limited partnership that satisfies the requirements of 35-12-601 and includes:   (a) a statement that the partnership was converted to a limited partnership from a partnership;   (b) its former name; and   (c) a statement of the number of votes cast by the partners for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under the partnership agreement.   (4) The conversion takes effect when the certificate of limited partnership is filed or at any later date specified in the certificate.   (5) A partner who becomes a limited partner as a result of the conversion remains liable as a partner for an obligation, incurred by the partnership before the conversion takes effect, for which the partner is personally liable under 35-10-307 and 35-10-629. If the other party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the partner is liable for an obligation incurred by the limited partnership within 90 days after the conversion takes effect but only to the extent that the limited partner would have been personally liable for the partnership under 35-10-307 or 35-10-629 immediately prior to the conversion. The partner's liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner as provided in Title 35, chapter 12.   History: En. Sec. 52, Ch. 238, L. 1993; amd. Sec. 16, Ch. 449, L. 1995.
MT Code § 35-10-636 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 10. Partnerships in General|Part 6. Dissolution and Winding Up|35-10-636. Conversion of limited partnership to partnership

  35-10-636. Conversion of limited partnership to partnership. (1) A limited partnership may be converted to a partnership pursuant to this section.   (2) Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership must be approved by all the partners.   (3) After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership pursuant to 35-12-603.   (4) The conversion takes effect when the certificate of limited partnership is canceled.   (5) A limited partner who becomes a partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. The limited partner is liable as a partner for an obligation of the partnership for which the partner is personally liable under 35-10-307 or 35-10-629 and which arises or is incurred after the conversion takes effect.   History: En. Sec. 53, Ch. 238, L. 1993; amd. Sec. 17, Ch. 449, L. 1995.
MT Code § 35-10-637 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 10. Partnerships in General|Part 6. Dissolution and Winding Up|35-10-637. Effect of conversion -- entity unchanged

  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.   History: En. Sec. 54, Ch. 238, L. 1993.
MT Code § 35-10-638 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 10. Partnerships in General|Part 6. Dissolution and Winding Up|35-10-638. through 35-10-640 reserved

  35-10-638 through 35-10-640 reserved.
MT Code § 35-10-641 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 10. Partnerships in General|Part 6. Dissolution and Winding Up|35-10-641. Merger of partnerships

  35-10-641. Merger of partnerships. (1) Pursuant to a plan of merger approved as provided in subsection (3), a partnership may be merged with one or more partnerships or limited partnerships.   (2) The plan of merger must set forth:   (a) the name of each partnership or limited partnership that is a party to the merger;   (b) the name of the surviving entity into which the other partnerships or limited partnerships will merge;   (c) whether the surviving entity is a partnership or a limited partnership and the status of each partner;   (d) the terms and conditions of the merger;   (e) the manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity or into money or other property in whole or part; and   (f) the street address of the surviving entity's chief executive office.   (3) The plan of merger must be approved:   (a) in the case of a partnership that is a party to the merger, by all the partners or a number or percentage specified for merger in the partnership agreement; and   (b) in the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state, tribe, or foreign jurisdiction in which the limited partnership is organized and, in the absence of such specifically applicable law, by all the partners, notwithstanding a provision to the contrary in the partnership agreement.   (4) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.   (5) The merger takes effect on the latest of:   (a) the approval of the plan of merger by all parties to the merger, as provided in subsection (3);   (b) the filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or   (c) any effective date specified in the plan of merger.   History: En. Sec. 55, Ch. 238, L. 1993; amd. Sec. 23, Ch. 280, L. 2015.
MT Code § 35-10-642 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 10. Partnerships in General|Part 6. Dissolution and Winding Up|35-10-642. Effect of merger

  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.   History: En. Sec. 56, Ch. 238, L. 1993.
MT Code § 35-10-643 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 10. Partnerships in General|Part 6. Dissolution and Winding Up|35-10-643. Statement of merger

  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).   History: En. Sec. 57, Ch. 238, L. 1993.
MT Code § 35-10-644 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 10. Partnerships in General|Part 6. Dissolution and Winding Up|35-10-644. Nonexclusive

  35-10-644. Nonexclusive. Sections 35-10-635 through 35-10-637 and 35-10-641 through 35-10-643 are not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law.   History: En. Sec. 58, Ch. 238, L. 1993.