reglab/housing_qa huggingface dataset:
MT Code § 35-14-1430 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 14. Dissolution|35-14-1430. Grounds for judicial dissolution

  35-14-1430. Grounds for judicial dissolution. (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 dissolve a corporation:   (a) in a proceeding by the attorney general if it is established that:   (i) the corporation obtained its articles of incorporation through fraud; or   (ii) the corporation has continued to exceed or abuse the authority conferred upon it by law;   (b) in a proceeding by a shareholder if it is established that:   (i) the directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally because of the deadlock;   (ii) the directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;   (iii) the shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired; or   (iv) the corporate assets are being misapplied or wasted;   (c) in a proceeding by a creditor if it is established that:   (i) the creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or   (ii) the corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent;   (d) in a proceeding by the corporation to have its voluntary dissolution continued under court supervision; or   (e) in a proceeding by a shareholder if the corporation has abandoned its business and has failed within a reasonable time to liquidate and distribute its assets and dissolve.   (2) Subsection (1)(b) does not apply in the case of a corporation that, on the date of the filing of the proceeding, has a class or series of shares that is:   (a) a covered security under section 18(b)(1)(A) or (B) of the Securities Act of 1933; or   (b) not a covered security but is held by at least 300 shareholders and the shares outstanding have a market value of at least $20 million exclusive of the value of shares held by the corporation's subsidiaries, senior executives, directors and beneficial shareholders, and voting trust beneficial owners owning more than 10% of the shares.   (3) For the purposes of this section:   (a) the term "shareholder" in subsection (1) means a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner; and   (b) the term "shareholder" in subsection (2) means a record shareholder, a beneficial shareholder, and a voting trust beneficial owner.   History: En. Sec. 197, Ch. 271, L. 2019.
MT Code § 35-14-1431 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 14. Dissolution|35-14-1431. Procedure for judicial dissolution

  35-14-1431. Procedure for judicial dissolution. (1) Venue for a proceeding by the attorney general or any other party named in 35-14-1430(1) lies in the district court of the county in which the corporation's principal office is located or, if its principal office is not located in this state, of the first judicial district.   (2) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.   (3) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian during the proceeding with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.   (4) Within 10 days of the commencement of a proceeding to dissolve a corporation under 35-14-1430(1)(b), the corporation shall deliver to all shareholders, other than the petitioner, a notice stating that the shareholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner's shares under 35-14-1434 and accompanied by a copy of 35-14-1434.   History: En. Sec. 198, Ch. 271, L. 2019.
MT Code § 35-14-1432 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 14. Dissolution|35-14-1432. Receivership or custodianship

  35-14-1432. Receivership or custodianship. (1) Unless an election to purchase has been filed under 35-14-1434, a court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has jurisdiction over the corporation and all of its property wherever located.   (2) The court may appoint an individual or a domestic or foreign corporation or eligible entity as a receiver or custodian, which, if a foreign corporation or foreign eligible entity, must be registered to do business in this state. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.   (3) (a) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:   (i) the receiver:   (A) may dispose of all or any part of the assets of the corporation, wherever located, at a public or private sale; and   (B) may sue and defend in the receiver's own name as receiver of the corporation in all courts of this state;   (ii) the custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.   (b) The receiver or custodian has other powers and duties as the court may provide in the appointing order, which may be amended from time to time.   (4) The court during a receivership may redesignate the receiver a custodian and during a custodianship may redesignate the custodian a receiver.   (5) The court from time to time during the receivership or custodianship may order compensation paid and expenses paid or reimbursed to the receiver or custodian from the assets of the corporation or proceeds from the sale of the assets.   History: En. Sec. 199, Ch. 271, L. 2019.
MT Code § 35-14-1433 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 14. Dissolution|35-14-1433. Decree of dissolution

  35-14-1433. Decree of dissolution. (1) If after a hearing the court determines that one or more grounds for judicial dissolution described in 35-14-1430 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state for filing.   (2) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with 35-14-1405 and the notification of claimants in accordance with 35-14-1406 and 35-14-1407.   History: En. Sec. 200, Ch. 271, L. 2019.
MT Code § 35-14-1435 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 14. Dissolution|35-14-1435. through 35-14-1439 reserved

  35-14-1435 through 35-14-1439 reserved.
MT Code § 35-14-1440 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 14. Dissolution|35-14-1440. Deposit with state treasurer

  35-14-1440. Deposit with state treasurer. Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them must be reduced to cash and deposited with the state treasurer or other appropriate state official for safekeeping. When the creditor, claimant, or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the state treasurer or other appropriate state official shall pay the person or the person's representative that amount.   History: En. Sec. 202, Ch. 271, L. 2019.
MT Code § 35-14-1501 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 15. Foreign Corporations|35-14-1501. Foreign corporations -- governing law

  35-14-1501. Foreign corporations -- governing law. (1) The law of the jurisdiction of formation of a foreign corporation governs:   (a) the internal affairs of the foreign corporation; and   (b) the interest holder liability of its shareholders.   (2) A foreign corporation is not precluded from registering to do business in this state because of any difference between the law of the foreign corporation's jurisdiction of formation and the law of this state.   (3) Registration of a foreign corporation to do business in this state does not permit the foreign corporation to engage in any business or affairs or exercise any power that a domestic corporation may not engage in or exercise in this state.   History: En. Sec. 203, Ch. 271, L. 2019.
MT Code § 35-14-1502 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 15. Foreign Corporations|35-14-1502. Registration to do business in this state

  35-14-1502. Registration to do business in this state. (1) A foreign corporation may not do business in this state until it registers with the secretary of state under this part.   (2) A foreign corporation doing business in this state may not maintain a proceeding in any court of this state until it is registered to do business in this state.   (3) Except as provided in subsection (4), the failure of a foreign corporation to register to do business in this state does not impair the validity of a contract or act of the foreign corporation or preclude it from defending a proceeding in this state.   (4) A contract between the state of Montana, an agency of the state, or a political subdivision of the state and a foreign corporation that has failed to register to do business as required under 35-14-1505(4) is voidable by the state, the contracting state agency, or the contracting political subdivision.   (5) A limitation on the liability of a shareholder or director of a foreign corporation is not waived solely because the foreign corporation does business in this state without registering.   (6) Section 35-14-1501(1) applies even if a foreign corporation fails to register under this part.   History: En. Sec. 204, Ch. 271, L. 2019.
MT Code § 35-14-1503 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 15. Foreign Corporations|35-14-1503. Foreign registration statement

  35-14-1503. Foreign registration statement. To register to do business in this state, a foreign corporation shall deliver a foreign registration statement to the secretary of state for filing. The registration statement must be signed by the foreign corporation and state:   (1) the corporate name of the foreign corporation and, if the name does not comply with 35-14-401, an alternate name as required by 35-14-1506;   (2) the foreign corporation's jurisdiction of formation;   (3) the street and mailing addresses of the foreign corporation's principal office and, if the law of the foreign corporation's jurisdiction of formation requires the foreign corporation to maintain an office in that jurisdiction, the street and mailing addresses of that office;   (4) the street and mailing addresses of the foreign corporation's registered office in this state and the name of its registered agent at that office;   (5) the names and business addresses of its directors and principal officers;   (6) a brief description of the nature of its business to be conducted in this state; and   (7) a statement that the foreign corporation has complied with the organizational laws in the jurisdiction in which it is organized and that the foreign corporation exists in that jurisdiction.   History: En. Sec. 205, Ch. 271, L. 2019.
MT Code § 35-14-1504 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 15. Foreign Corporations|35-14-1504. Amendment of foreign registration statement

  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).   History: En. Sec. 206, Ch. 271, L. 2019.
MT Code § 35-14-1505 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 15. Foreign Corporations|35-14-1505. Activities not constituting doing business

  35-14-1505. Activities not constituting doing business. (1) Activities of a foreign corporation that do not constitute doing business in this state for purposes of this part include:  (a) maintaining, defending, mediating, arbitrating, or settling a proceeding;   (b) carrying on any activity concerning the internal affairs of the foreign corporation, including holding meetings of its shareholders or board of directors;   (c) maintaining accounts in financial institutions;   (d) maintaining offices or agencies for the transfer, exchange, and registration of securities of the foreign corporation or maintaining trustees or depositories with respect to those securities;   (e) selling through independent contractors;   (f) soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts;   (g) creating or acquiring indebtedness, mortgages, or security interests in property;   (h) securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting, or maintaining property so acquired;   (i) owning real or personal property that is acquired incident to activities described in subsection (1)(h) if the property is disposed of within 5 years after the date of acquisition, does not produce income, or is not used in the performance of a corporate function;   (j) conducting an isolated transaction that is completed within 30 days and that is not in the course of repeated transactions of a similar nature; and   (k) doing business in interstate commerce.   (2) The list of activities in subsection (1) is not exhaustive.   (3) This section does not apply in determining the contacts or activities that may subject a foreign corporation to service of process, taxation, or regulation under the laws of this state other than this chapter.   (4) Except as provided in subsection (1), a foreign corporation is doing business in this state within the meaning of 35-14-1502(1) if it enters into a contract, including a contract entered into pursuant to Title 18, with the state of Montana, an agency of the state, or a political subdivision of the state and must register to do business under this part before entering into the contract. This subsection does not apply to contracts for goods fully prepared or services fully performed out of state for delivery or use in this state.   History: En. Sec. 207, Ch. 271, L. 2019; amd. Sec. 9, Ch. 34, L. 2021.
MT Code § 35-14-1506 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 15. Foreign Corporations|35-14-1506. Noncomplying name of foreign corporation

  35-14-1506. Noncomplying name of foreign corporation. (1) A foreign corporation whose name does not comply with 35-14-401 may not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name that complies with 35-14-401 by filing a foreign registration statement under 35-14-1503 or, if applicable, a transfer of registration statement under 35-14-1510 setting forth that alternate name. A foreign corporation adopting an alternate name as provided in this subsection need not file under Title 30, chapter 13, part 2, with respect to that alternate name. After registering to do business in this state with an alternate name, a foreign corporation shall do business in this state under:   (a) the alternate name;   (b) the foreign corporation's name, with the addition of its jurisdiction of formation; or   (c) a name the foreign corporation is authorized to use under Title 30, chapter 13, part 2.   (2) If a registered foreign corporation changes its name after registration to a name that does not comply with 35-14-401, it may not do business in this state until it complies with subsection (1) of this section by amending its registration statement to adopt an alternate name that complies with 35-14-401.   History: En. Sec. 208, Ch. 271, L. 2019.
MT Code § 35-14-1507 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 15. Foreign Corporations|35-14-1507. Withdrawal of registration of registered foreign corporation

  35-14-1507. Withdrawal of registration of registered foreign corporation. (1) A registered foreign corporation may withdraw its registration by delivering a statement of withdrawal to the secretary of state for filing. The statement of withdrawal must be signed by the foreign corporation and must state:   (a) the name of the foreign corporation and its jurisdiction of formation;   (b) that the foreign corporation is not doing business in this state and that it withdraws its registration to do business in this state;   (c) that the foreign corporation revokes the authority of its registered agent in this state;   (d) an address to which process on the foreign corporation may be sent by the secretary of state under 35-14-504(3);   (e) that all taxes imposed on the corporation under Title 15 have been paid, supported by a certificate by the department of revenue to be attached to the application to the effect that the department is satisfied from the available evidence that all taxes imposed have been paid. The issuance of the certificate does not relieve the corporation from liability for any taxes, penalties, or interest due the state of Montana.   (f) additional information that may be necessary or appropriate to enable the secretary of state to determine and assess any unpaid fees or taxes payable by the foreign corporation.   (2) After the withdrawal of the registration of a foreign corporation, service of process in any proceeding based on a cause of action arising during the time the entity was registered to do business in this state may be made as provided in 35-14-504.   History: En. Sec. 209, Ch. 271, L. 2019.
MT Code § 35-14-1508 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 15. Foreign Corporations|35-14-1508. Withdrawal upon domestication or conversion to certain domestic entities

  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.   History: En. Sec. 210, Ch. 271, L. 2019.
MT Code § 35-14-1510 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 15. Foreign Corporations|35-14-1510. Transfer of registration

  35-14-1510. Transfer of registration. (1) If a registered foreign corporation merges into a nonregistered foreign corporation or converts to a foreign corporation required to register with the secretary of state to do business in this state, the foreign corporation shall deliver to the secretary of state for filing a transfer of registration statement. The transfer of registration statement must be signed by the surviving or converted foreign corporation and must state:   (a) the name of the registered foreign corporation and its jurisdiction of formation before the merger or conversion;   (b) the name of the surviving or converted foreign corporation and its jurisdiction of formation after the merger or conversion and, if the name does not comply with 35-14-401, an alternate name adopted pursuant to 35-14-1506; and   (c) the following information regarding the surviving or converted foreign corporation after the merger or conversion:   (i) the street and mailing addresses of the principal office of the foreign corporation and, if the law of the foreign corporation's jurisdiction of formation requires it to maintain an office in that jurisdiction, the street and mailing addresses of that office; and   (ii) the street and mailing addresses of the foreign corporation's registered office in this state and the name of its registered agent at that office.   (2) On the effective date of a transfer of registration statement as determined in accordance with 35-14-123, the registration of the registered foreign corporation to do business in this state is transferred without interruption to the foreign corporation into which it has merged or to which it has been converted.   History: En. Sec. 212, Ch. 271, L. 2019.