reglab/housing_qa huggingface dataset:
MT Code § 35-12-1201 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 12. Dissolution|35-12-1201. Nonjudicial dissolution

  35-12-1201. Nonjudicial dissolution. (1) Except as otherwise provided in 35-12-1202, a limited partnership is dissolved and its affairs may be wound up only upon the occurrence of any of the following:   (a) on the happening of an event specified in the partnership agreement;   (b) the consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective;   (c) after the dissociation of a person as a general partner:   (i) if the limited partnership has at least one remaining general partner, the consent to dissolve the limited partnership given within 90 days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the consent is to be effective; or   (ii) if the limited partnership does not have a remaining general partner, the filing of the dissolution with the secretary of state unless before the end of the period:   (A) consent to continue the activities of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and   (B) at least one person is admitted as a general partner in accordance with the consent;   (d) the passage of 90 days after the dissociation of the limited partnership's last limited partner unless before the end of the period the limited partnership admits at least one limited partner; or   (e) the signing and filing of a declaration of dissolution by the secretary of state.   (2) A dissolved limited partnership shall appoint and maintain an agent for service of process as required by 35-7-105 or deliver for filing a statement of change under 35-7-108 within 30 days after a change has occurred in the name or address of agent.   History: En. Sec. 47, Ch. 522, L. 1981; amd. Sec. 30, Ch. 268, L. 1997; amd. Sec. 60, Ch. 216, L. 2011; amd. Sec. 14, Ch. 23, L. 2017.
MT Code § 35-12-1202 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 12. Dissolution|35-12-1202. Judicial resolution

  35-12-1202. Judicial resolution. On application by a partner, the district court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement.   History: En. Sec. 48, Ch. 522, L. 1981; amd. Sec. 61, Ch. 216, L. 2011.
MT Code § 35-12-1203 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 12. Dissolution|35-12-1203. Repealed

  35-12-1203. Repealed. Sec. 97, Ch. 216, L. 2011.   History: En. Sec. 49, Ch. 522, L. 1981; amd. Sec. 1313, Ch. 56, L. 2009.
MT Code § 35-12-1204 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 12. Dissolution|35-12-1204. Repealed

  35-12-1204. Repealed. Sec. 97, Ch. 216, L. 2011.   History: En. Sec. 50, Ch. 522, L. 1981; amd. Sec. 206, Ch. 368, L. 1991.
MT Code § 35-12-1205 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 12. Dissolution|35-12-1205. Winding up

  35-12-1205. Winding up. (1) A limited partnership continues after dissolution only for the purpose of winding up its activities.   (2) In winding up its activities, the limited partnership:   (a) may amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited partnership's property, settle disputes by mediation or arbitration, file a statement of cancellation as provided in 35- 12-603, and perform other necessary acts; and   (b) shall discharge the limited partnership's liabilities, settle and close the limited partnership's activities, and marshal and distribute the assets of the partnership.   (3) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership's activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection:   (a) has the powers of a general partner under 35-12-1211; and   (b) shall promptly amend the certificate of limited partnership to state:   (i) that the limited partnership does not have a general partner;   (ii) the name of the person that has been appointed to wind up the limited partnership; and   (iii) the business mailing address of the person.   (4) On the application of any partner, the district court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership's activities if:   (a) a limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (3); or   (b) the applicant establishes other good cause.   History: En. Sec. 62, Ch. 216, L. 2011.
MT Code § 35-12-1206 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 12. Dissolution|35-12-1206. through 35-12-1210 reserved

  35-12-1206 through 35-12-1210 reserved.
MT Code § 35-12-1211 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 12. Dissolution|35-12-1211. Power of general partner and person dissociated as general partner to bind partnership after dissolution

  35-12-1211. Power of general partner and person dissociated as general partner to bind partnership after dissolution. (1) A limited partnership is bound by a general partner's act after dissolution that:   (a) is appropriate for winding up the limited partnership's activities; or   (b) would have bound the limited partnership under 35-12-806 before dissolution if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.   (2) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:   (a) at the time the other party enters into the transaction:   (i) less than 2 years has passed since the dissociation; and   (ii) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and   (b) the act:   (i) is appropriate for winding up the limited partnership's activities; or   (ii) would have bound the limited partnership under 35-12-806 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.   History: En. Sec. 63, Ch. 216, L. 2011.
MT Code § 35-12-1212 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 12. Dissolution|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

  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.   History: En. Sec. 64, Ch. 216, L. 2011.
MT Code § 35-12-1213 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 12. Dissolution|35-12-1213. Known claims against dissolved limited partnership

  35-12-1213. Known claims against dissolved limited partnership. (1) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection (2).   (2) A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice must:   (a) specify the information required to be included in a claim;   (b) provide a mailing address to which the claim is to be sent;   (c) state the deadline for receipt of the claim, which may not be less than 120 days after the date the notice is received by the claimant;   (d) state that the claim will be barred if not received by the deadline; and   (e) 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) A claim against a dissolved limited partnership is barred if the requirements of subsection (2) are met and:   (a) the claim is not received by the specified deadline; or   (b) in the case of a claim that is timely received but rejected by the dissolved limited partnership, the claimant does not commence an action to enforce the claim against the limited partnership within 90 days after the receipt of the notice of the rejection.   (4) This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that is contingent on that date.   History: En. Sec. 65, Ch. 216, L. 2011.
MT Code § 35-12-1214 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 12. Dissolution|35-12-1214. Other claims against dissolved limited partnership

  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.   History: En. Sec. 66, Ch. 216, L. 2011.
MT Code § 35-12-1215 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 12. Dissolution|35-12-1215. Liability of general partner and person dissociated as general partner when claim against limited partnership barred

  35-12-1215. Liability of general partner and person dissociated as general partner when claim against limited partnership barred. If a claim against a dissolved limited partnership is barred under 35-12-1213 or 35-12-1214, any corresponding claim under 35-12-803 is also barred.   History: En. Sec. 67, Ch. 216, L. 2011.
MT Code § 35-12-1216 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 12. Dissolution|35-12-1216. Disposition of assets -- when contributions required

  35-12-1216. Disposition of assets -- when contributions required. (1) In winding up a limited partnership's activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership's obligations to creditors, including, to the extent permitted by law, partners that are creditors.   (2) Any surplus remaining after the limited partnership complies with subsection (1) must be paid in cash as a distribution.   (3) If a limited partnership's assets are insufficient to satisfy all of its obligations under subsection (1) with respect to each unsatisfied obligation incurred when the limited partnership was not a limited liability limited partnership, the following rules apply:   (a) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under 35-12-1022 shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.   (b) If a person does not contribute the full amount required under subsection (3)(a) with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by subsection (3)(a) on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those other persons when the obligation was incurred.   (c) If a person does not make the additional contribution required by subsection (3)(b), further additional contributions are determined and due in the same manner as provided in that subsection.   (4) A person that makes an additional contribution under subsection (3)(b) or (3)(c) may recover from any person whose failure to contribute under subsection (3)(a) or (3)(b) necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person's liability under this subsection may not exceed the amount the person failed to contribute.   (5) The estate of a deceased individual is liable for the person's obligations under this section.   (6) An assignee for the benefit of creditors of a limited partnership or a partner or a person appointed by a court to represent creditors of a limited partnership or a partner may enforce a person's obligation to contribute under subsection (3).   History: En. Sec. 68, Ch. 216, L. 2011.
MT Code § 35-12-1301 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 13. Foreign Limited Partnerships|35-12-1301. Governing law

  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.   History: En. Sec. 51, Ch. 522, L. 1981; amd. Sec. 69, Ch. 216, L. 2011; amd. Sec. 25, Ch. 280, L. 2015.
MT Code § 35-12-1302 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 13. Foreign Limited Partnerships|35-12-1302. Application for certificate of authority

  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.   History: En. Sec. 52, Ch. 522, L. 1981; amd. Sec. 53, Ch. 131, L. 1983; amd. Sec. 31, Ch. 268, L. 1997; amd. Sec. 21, Ch. 75, L. 2003; amd. Sec. 16, Ch. 71, L. 2005; amd. Sec. 35, Ch. 26, L. 2011; amd. Sec. 70, Ch. 216, L. 2011; amd. Sec. 9, Ch. 42, L. 2015.
MT Code § 35-12-1303 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 13. Foreign Limited Partnerships|35-12-1303. Repealed

  35-12-1303. Repealed. Sec. 97, Ch. 216, L. 2011.   History: En. Sec. 53, Ch. 522, L. 1981; amd. Sec. 54, Ch. 131, L. 1983; amd. Sec. 22, Ch. 75, L. 2003.
MT Code § 35-12-1304 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 13. Foreign Limited Partnerships|35-12-1304. Repealed

  35-12-1304. Repealed. Sec. 97, Ch. 216, L. 2011.   History: En. Sec. 54, Ch. 522, L. 1981; amd. Sec. 17, Ch. 71, L. 2005.
MT Code § 35-12-1305 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 13. Foreign Limited Partnerships|35-12-1305. Repealed

  35-12-1305. Repealed. Sec. 97, Ch. 216, L. 2011.   History: En. Sec. 55, Ch. 522, L. 1981.
MT Code § 35-12-1306 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 13. Foreign Limited Partnerships|35-12-1306. Repealed

  35-12-1306. Repealed. Sec. 97, Ch. 216, L. 2011.   History: En. Sec. 56, Ch. 522, L. 1981.
MT Code § 35-12-1307 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 13. Foreign Limited Partnerships|35-12-1307. Cancellation of certificate of authority -- effect of failure to have certificate

  35-12-1307. Cancellation of certificate of authority -- effect of failure to have certificate. (1) In order to cancel its certificate of authority to transact business in this state, a foreign limited partnership shall deliver to the secretary of state for filing a notice of cancellation. The certificate is canceled when the notice becomes effective under 35-12-614.   (2) A foreign limited partnership transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.   (3) The failure of a foreign limited partnership to have a certificate of authority to transact business in in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action or proceeding in this state.   (4) A partner of a foreign limited partnership is not liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership's having transacted business in this state without a certificate of authority.   (5) If a foreign limited partnership transacts business in this state without a certificate of authority or cancels its certificate of authority, it appoints the secretary of state as its agent for service of process for rights of action arising out of the transaction of business in this state.   History: En. Sec. 57, Ch. 522, L. 1981; amd. Sec. 75, Ch. 216, L. 2011.
MT Code § 35-12-1308 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 12. Limited Partnerships|Part 13. Foreign Limited Partnerships|35-12-1308. Renumbered 35-12-522

  35-12-1308. Renumbered 35-12-522. Code Commissioner, 2011.