reglab/housing_qa huggingface dataset:
MT Code § 35-14-1402 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 14. Dissolution|35-14-1402. Dissolution by board of directors and shareholders

  35-14-1402. Dissolution by board of directors and shareholders. (1) The board of directors may propose dissolution for submission to the shareholders by first adopting a resolution authorizing the dissolution.   (2) (a) For a proposal to dissolve to be adopted, it must then be approved by the shareholders. In submitting the proposal to dissolve to the shareholders for approval, the board of directors shall recommend that the shareholders approve the dissolution unless:   (i) the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation; or   (ii) 35-14-826 applies.   (b) If either subsection (2)(a)(i) or (2)(a)(ii) of this section applies, the board shall inform the shareholders of the basis for its determination.   (3) The board of directors may set conditions for the approval of the proposal for dissolution by shareholders or for the effectiveness of the dissolution.   (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 dissolution is to be submitted for approval. The notice must state that the purpose or one of the purposes of the meeting is to consider dissolving the corporation.   (5) Unless the articles of incorporation require a greater vote or a lesser vote, approval of the dissolution requires the approval of a majority of the votes entitled to be cast on the dissolution and, if any class or series of shares is entitled to vote as a separate group on the dissolution, the approval of a majority of the votes entitled to be cast on the dissolution 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).   History: En. Sec. 185, Ch. 271, L. 2019.
MT Code § 35-14-1403 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 14. Dissolution|35-14-1403. Articles of dissolution

  35-14-1403. Articles of dissolution. (1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth:   (a) the name of the corporation;   (b) the date that dissolution was authorized; and   (c) if dissolution was approved by the shareholders, a statement that the proposal to dissolve was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation.   (2) The articles of dissolution take effect on the effective date determined in accordance with 35-14-123. A corporation is dissolved on the effective date of its articles of dissolution.   (3) For purposes of 35-14-1401 through 35-14-1409, "dissolved corporation" means a corporation whose articles of dissolution have become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation.   History: En. Sec. 186, Ch. 271, L. 2019.
MT Code § 35-14-1404 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 14. Dissolution|35-14-1404. Revocation of dissolution

  35-14-1404. Revocation of dissolution. (1) A corporation may revoke its dissolution within 120 days after its effective date.   (2) Revocation of dissolution is authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.   (3) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:   (a) the name of the corporation;   (b) the effective date of the dissolution that was revoked;   (c) the date that the revocation of dissolution was authorized;   (d) if the corporation's board of directors or incorporators revoked the dissolution, a statement to that effect;   (e) if the corporation's board of directors revoked a dissolution as authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and   (f) if shareholder action was required to revoke the dissolution, a statement that the revocation was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation.   (g) The articles of revocation of dissolution take effect on the effective date determined in accordance with 35-14-123. Revocation of dissolution is effective on the effective date of the articles of revocation of dissolution.   (h) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution, and the corporation resumes carrying on its business as if dissolution had never occurred.   History: En. Sec. 187, Ch. 271, L. 2019.
MT Code § 35-14-1405 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 14. Dissolution|35-14-1405. Effect of dissolution

  35-14-1405. Effect of dissolution. (1) A corporation that has dissolved continues its corporate existence, but the dissolved corporation may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:   (a) collecting its assets;   (b) disposing of its properties that will not be distributed in kind to its shareholders;   (c) discharging or making provision for discharging its liabilities;   (d) making distributions of its remaining assets among its shareholders according to their interests; and   (e) doing every other act necessary to wind up and liquidate its business and affairs.   (2) Dissolution of a corporation does not:   (a) transfer title to the corporation's property;   (b) prevent transfer of its shares or securities;   (c) subject its directors or officers to standards of conduct different from those prescribed in part 8 of this chapter;   (d) change:   (i) quorum or voting requirements for its board of directors or shareholders;   (ii) provisions for selection, resignation, or removal of its directors or officers or both; or   (iii) provisions for amending its bylaws;   (e) prevent commencement of a proceeding by or against the corporation in its corporate name;   (f) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or   (g) terminate the authority of the registered agent of the corporation.   (3) A distribution in liquidation under this section may be made only by a dissolved corporation. For purposes of determining the shareholders entitled to receive a distribution in liquidation, the board of directors may fix a record date for determining shareholders entitled to a distribution in liquidation, which may not be retroactive. If the board of directors does not fix a record date for determining shareholders entitled to a distribution in liquidation, the record date is the date the board of directors authorizes the distribution in liquidation.   History: En. Sec. 188, Ch. 271, L. 2019.
MT Code § 35-14-1406 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 14. Dissolution|35-14-1406. Known claims against dissolved corporation

  35-14-1406. Known claims against dissolved corporation. (1) A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after its effective date.   (2) The written notice must:   (a) describe information that must be included in a claim;   (b) provide a mailing address where a claim may be sent;   (c) state the deadline, which may not be fewer than 120 days after the written notice is effective, by which the dissolved corporation must receive the claim; and   (d) state that the claim will be barred if not received by the deadline.   (3) A claim against the dissolved corporation is barred:   (a) if a claimant who was given written notice under subsection (2) does not deliver the claim to the dissolved corporation by the deadline; or   (b) if a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days after the rejection notice is effective.   (4) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.   History: En. Sec. 189, Ch. 271, L. 2019.
MT Code § 35-14-1407 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 14. Dissolution|35-14-1407. Other claims against dissolved corporations

  35-14-1407. Other claims against dissolved corporations. (1) A dissolved corporation may publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice.   (2) The notice must:   (a) be:   (i) published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office or, if none in this state, its registered office is or was last located; or   (ii) posted conspicuously for at least 30 consecutive days on the dissolved corporation's website;   (b) describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and   (c) state that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within 3 years after the publication of the notice.   (3) If the dissolved corporation publishes a notice in accordance with subsection (2), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within 3 years after the first publication date of the notice:   (a) a claimant who was not given written notice under 35-14-1406;   (b) a claimant whose claim was timely sent to the dissolved corporation but not acted on by the corporation;   (c) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.   (4) A claim that is not barred by 35-14-1406(3) or subsection (3) of this section may be enforced:   (a) against the dissolved corporation to the extent of its undistributed assets; or   (b) except as provided in 35-14-1408(4), if the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder's pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder's total liability for all claims under this section may not exceed the total amount of assets distributed to the shareholder.   History: En. Sec. 190, Ch. 271, L. 2019.
MT Code § 35-14-1408 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 14. Dissolution|35-14-1408. Court proceedings

  35-14-1408. Court proceedings. (1) A dissolved corporation that has published a notice under 35-14-1407 may file an application with the district court of the county where its principal office is located or, if its principal office is not located in this state, of the first judicial district for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under 35-14-1407(3).   (2) Within 10 days after the filing of the application, notice of the proceeding must be given by the dissolved corporation to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved corporation.   (3) The court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved corporation.   (4) Provision by the dissolved corporation for security in the amount and the form ordered by the court under subsection (1) satisfies the dissolved corporation's obligations with respect to claims that are contingent, have not been made known to the dissolved corporation, or are based on an event occurring after the effective date of dissolution, and those claims may not be enforced against a shareholder who received assets in liquidation.   History: En. Sec. 191, Ch. 271, L. 2019.
MT Code § 35-14-1409 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 14. Dissolution|35-14-1409. Director duties

  35-14-1409. Director duties. (1) Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions in liquidation of assets to shareholders after payment of or provision for claims.   (2) Directors of a dissolved corporation that has disposed of claims under 35-14-1406 through 35-14-1408 may not be liable for breach of subsection (1) with respect to claims against the dissolved corporation that are barred or satisfied under 35-14-1406 through 35-14-1408.   History: En. Sec. 192, Ch. 271, L. 2019.
MT Code § 35-14-1410 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 14. Dissolution|35-14-1410. through 35-14-1419 reserved

  35-14-1410 through 35-14-1419 reserved.
MT Code § 35-14-1420 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 14. Dissolution|35-14-1420. Grounds for administrative dissolution

  35-14-1420. Grounds for administrative dissolution. The secretary of state may commence a proceeding under 35-14-1421 to dissolve a corporation administratively if:   (1) the corporation does not pay within 60 days after they are due any fees, interest, or penalties imposed by this chapter or other laws of this state;   (2) the corporation does not deliver its annual report to the secretary of state within 120 days after it is due;   (3) the corporation is without a registered agent or registered office in this state for 60 days or more;   (4) the secretary of state has not been notified within 60 days that the corporation's registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; or   (5) the corporation's period of duration stated in its articles of incorporation expires.   History: En. Sec. 193, Ch. 271, L. 2019.
MT Code § 35-14-1421 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 14. Dissolution|35-14-1421. Procedure for and effect of administrative dissolution

  35-14-1421. Procedure for and effect of administrative dissolution. (1) On or before September 1 of each year, the secretary of state shall compile a list of corporations for which one or more grounds exist under 35-14-1420 for dissolving a corporation, and the secretary of state shall serve the corporation with written notice of the determination under 35-14-504.   (2) The notice must specify the grounds for the proposed dissolution and state that unless the grounds for dissolution have been rectified within 90 days following the delivery or publication of notice:   (a) the secretary of state will dissolve the corporation; and   (b) the corporations will forfeit its right to carry on business within the state.   (3) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within 90 days after service of the notice, the secretary of state shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the corporation under 35-14-504.   (4) A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under 35-14-1405 and notify claimants under 35-14-1406 and 35-14-1407.   (5) The administrative dissolution of a corporation does not terminate the authority of its registered agent.   History: En. Sec. 194, Ch. 271, L. 2019.
MT Code § 35-14-1422 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 14. Dissolution|35-14-1422. Reinstatement following administrative dissolution

  35-14-1422. Reinstatement following administrative dissolution. (1) A corporation administratively dissolved under 35-14-1421 may apply to the secretary of state for reinstatement within 5 years after the effective date of dissolution. The application must:   (a) state the name of the corporation and the effective date of its administrative dissolution;   (b) state that the ground or grounds for dissolution either did not exist or have been eliminated; and   (c) state that the corporation's name satisfies the requirements of 35-14-401.   (2) The corporation shall submit with its application for reinstatement:   (a) a certificate from the department of revenue stating that all taxes imposed pursuant to Title 15 have been paid;   (b) a filing fee, which must be set and deposited by the secretary of state in accordance with 2-15-405; and   (c) all annual reports not yet filed with the secretary of state and related fees and penalties.   (3) If the secretary of state determines that the application contains the information, documents, and fees required by subsections (1) and (2) and that the information, documents, and fees are complete and correct, the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites the determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under 35-14-504.   (4) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution, and the corporation resumes carrying on its business as if the administrative dissolution had never occurred.   History: En. Sec. 195, Ch. 271, L. 2019.
MT Code § 35-14-1423 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 14. Dissolution|35-14-1423. Appeal from denial of reinstatement

  35-14-1423. Appeal from denial of reinstatement. (1) If the secretary of state denies a corporation's application for reinstatement following administrative dissolution, the secretary of state shall serve the corporation under 35-14-504 with a written notice that explains the reason or reasons for denial.   (2) The corporation may appeal the denial of reinstatement to the district court of the first judicial district within 30 days after service of the notice of denial is effected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the corporation's application for reinstatement, and the secretary of state's notice of denial.   (3) The court may summarily order the secretary of state to reinstate the dissolved corporation or may take other action the court considers appropriate.   (4) The court's final decision may be appealed as in other civil proceedings.   History: En. Sec. 196, Ch. 271, L. 2019.
MT Code § 35-14-1424 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 14. Dissolution|35-14-1424. through 35-14-1429 reserved

  35-14-1424 through 35-14-1429 reserved.