reglab/housing_qa huggingface dataset:
MT Code § 35-14-1320 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 13. Appraisal Rights|35-14-1320. Notice of appraisal rights

  35-14-1320. Notice of appraisal rights. (1) When any corporate action specified in 35-14-1302(1) is to be submitted to a vote at a shareholders' meeting, the meeting notice or, when no approval of the action is required pursuant to 35-14-1104(10), the offer made pursuant to 35-14-1104(10) must state that the corporation has concluded that appraisal rights are, are not, or may be available under this part. If the corporation concludes that appraisal rights are or may be available, a copy of this part must accompany the meeting notice or offer sent to those record shareholders entitled to exercise appraisal rights.   (2) In a merger pursuant to 35-14-1105, the parent entity shall notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that the corporate action became effective. The notice must be sent within 10 days after the corporate action became effective and include the materials described in 35-14-1322.   (3) When any corporate action specified in 35-14-1302(1) is to be approved by written consent of the shareholders pursuant to 35-14-704:   (a) written notice that appraisal rights are, are not, or may be available must be sent to each record shareholder from whom a consent is solicited at the time consent of each shareholder is first solicited, and if the corporation has concluded that appraisal rights are or may be available, the notice must be accompanied by a copy of this part; and   (b) written notice that appraisal rights are, are not, or may be available must be delivered together with the notice to nonconsenting and nonvoting shareholders required by 35-14-704(5) and (6), may include the materials described in 35-14-1322, and, if the corporation has concluded that appraisal rights are or may be available, must be accompanied by a copy of this part.   (4) When corporate action described in 35-14-1302(1) is proposed or a merger pursuant to 35-14-1104 is effected, the notice referred to in subsection (1) or (3) of this section, if the corporation concludes that appraisal rights are or may be available, and in subsection (2) must be accompanied by:   (a) financial statements of the corporation that issued the shares that may be subject to appraisal, consisting of a balance sheet as of the end of a fiscal year ending not more than 16 months before the date of the notice, an income statement for that year, and a cash flow statement for that year, provided that if those financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information; and   (b) the latest interim financial statements of the corporation, if any.   (5) The right to receive the information described in subsection (4) may be waived in writing by a shareholder before or after the corporate action.   History: En. Sec. 174, Ch. 271, L. 2019.
MT Code § 35-14-1321 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 13. Appraisal Rights|35-14-1321. Notice of intent to demand payment -- consequences of voting or consenting

  35-14-1321. Notice of intent to demand payment -- consequences of voting or consenting. (1) If a corporate action specified in 35-14-1302(1) is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares:   (a) shall deliver to the corporation, before the vote is taken, written notice of the shareholder's intent to demand payment if the proposed action is effected; and   (b) may not vote, or cause or permit to be voted, any shares of that class or series in favor of the proposed action.   (2) If a corporate action specified in 35-14-1302(1) is to be approved by written consent, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares may not sign a consent in favor of the proposed action with respect to that class or series of shares.   (3) If a corporate action specified in 35-14-1302(1) does not require shareholder approval pursuant to 35-14-1104(10), a shareholder who wishes to assert appraisal rights with respect to any class or series of shares:   (a) shall deliver to the corporation before the shares are purchased pursuant to the offer written notice of the shareholder's intent to demand payment if the proposed action is effected; and   (b) may not tender or cause or permit to be tendered any shares of that class or series in response to the offer.   (4) A shareholder who fails to satisfy the requirements of subsection (1), (2) or (3) is not entitled to payment under this part.   History: En. Sec. 175, Ch. 271, L. 2019.
MT Code § 35-14-1322 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 13. Appraisal Rights|35-14-1322. Appraisal notice and form

  35-14-1322. Appraisal notice and form. (1) If a corporate action requiring appraisal rights under 35-14-1302(1) becomes effective, the corporation shall deliver the written appraisal notice and form required by subsection (2) of this section to all shareholders who satisfy the requirements of 35-14-1321(1), (2), or (3). In the case of a merger under 35-14-1105, the parent shall deliver an appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights.   (2) The appraisal notice must be delivered no earlier than the date the corporate action specified in 35-14-1302(1) became effective and no later than 10 days after that date and must:   (a) supply a form that:   (i) specifies the first date of any announcement to shareholders made before the date the corporate action became effective of the principal terms of the proposed corporate action; and   (ii) if the announcement was made, requires the shareholder asserting appraisal rights to certify whether beneficial ownership of those shares for which appraisal rights are asserted was acquired before that date; and   (iii) requires the shareholder asserting appraisal rights to certify that the shareholder did not vote for or consent to the transaction as to the class or series of shares for which appraisal is sought;   (b) state:   (i) where the form must be sent and where certificates for certificated shares must be deposited and the date by which those certificates must be deposited, which may not be earlier than the date by which the corporation must receive the required form under subsection (2)(b)(ii);   (ii) a date by which the corporation must receive the form, which may not be fewer than 40 or more than 60 days after the date the appraisal notice required by subsection (1) is sent, and state that the shareholder has waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by the specified date;   (iii) the corporation's estimate of the fair value of the shares;   (iv) that if requested in writing, the corporation will provide to the shareholder so requesting, within 10 days after the date specified in subsection (2)(b)(ii), the number of shareholders who return the forms by the specified date and the total number of shares owned by them; and   (v) the date by which the notice to withdraw under 35-14-1323 must be received, which must be within 20 days after the date specified in subsection (2)(b)(ii) of this section; and   (c) be accompanied by a copy of this part.   History: En. Sec. 176, Ch. 271, L. 2019.
MT Code § 35-14-1323 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 13. Appraisal Rights|35-14-1323. Perfection of rights -- right to withdraw

  35-14-1323. Perfection of rights -- right to withdraw. (1) A shareholder who receives notice pursuant to 35-14-1322 and who wishes to exercise appraisal rights shall sign and return the form sent by the corporation and, in the case of certificated shares, deposit the shareholder's certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to 35-14-1322(2)(b)(ii). In addition, if applicable, the shareholder shall certify on the form whether the beneficial owner of the shares acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to 35-14-1322(2)(a)(i). If a shareholder fails to make this certification, the corporation may elect to treat the shareholder's shares as after-acquired shares under 35-14-1325. Once a shareholder deposits that shareholder's certificates or, in the case of uncertificated shares, returns the signed forms, that shareholder loses all rights as a shareholder unless the shareholder withdraws pursuant to subsection (2).   (2) A shareholder who has complied with subsection (1) may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by notifying the corporation in writing by the date set forth in the appraisal notice pursuant to 35-14-1322(2)(b)(v). A shareholder who fails to withdraw from the appraisal process may not thereafter withdraw without the corporation's written consent.   (3) A shareholder who does not sign and return the form and, in the case of certificated shares, deposit that shareholder's share certificates where required, each by the date set forth in the notice described in 35-14-1322(2), is not entitled to payment under this part.   History: En. Sec. 177, Ch. 271, L. 2019.
MT Code § 35-14-1324 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 13. Appraisal Rights|35-14-1324. Payment

  35-14-1324. Payment. (1) Except as provided in 35-14-1325, within 30 days after the form required by 35-14-1322(2)(b)(ii) is due, the corporation shall pay in cash to those shareholders who complied with 35-14-1323(1) the amount the corporation estimates to be the fair value of their shares, plus interest.   (2) The payment to each shareholder pursuant to subsection (1) must be accompanied by:   (a) (i) financial statements of the corporation that issued the shares to be appraised, consisting of a balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year, and a cash flow statement for that year or, if those annual financial statements are not reasonably available, reasonably equivalent financial information; and   (ii) the latest interim financial statements of the corporation, if any;   (b) a statement of the corporation's estimate of the fair value of the shares, which must equal or exceed the corporation's estimate given pursuant to 35-14-1322(2)(b)(iii); and   (c) a statement that shareholders described in subsection (1) of this section have the right to demand further payment under 35-14-1326 and that if any shareholder does not do so within the time period specified in 35-14-1326(2), the shareholder is considered to have accepted the payment under subsection (1) of this section in full satisfaction of the corporation's obligations under this part.   History: En. Sec. 178, Ch. 271, L. 2019.
MT Code § 35-14-1325 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 13. Appraisal Rights|35-14-1325. After-acquired shares

  35-14-1325. After-acquired shares. (1) A corporation may elect to withhold payment required by 35-14-1324 from any shareholder who was required to but did not certify that beneficial ownership of all of the shareholder's shares for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice sent pursuant to 35-14-1322(2)(a).   (2) If the corporation elected to withhold payment under subsection (1) of this section, it shall, within 30 days after the form required by 35-14-1322(2)(b)(ii) is due, notify all shareholders who are described in subsection (1) of this section:   (a) of the information required by 35-14-1324(2)(a);   (b) of the corporation's estimate of fair value pursuant to 35-14-1324(2)(b);   (c) that they may accept the corporation's estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal under 35-14-1326;   (d) that those shareholders who wish to accept the offer shall notify the corporation of their acceptance of the corporation's offer within 30 days after receiving the offer; and   (e) that those shareholders who do not satisfy the requirements for demanding appraisal under 35-14-1326 are considered to have accepted the corporation's offer.   (3) Within 10 days after receiving the shareholder's acceptance pursuant to subsection (2)(d), the corporation shall pay in cash the amount it offered under subsection (2)(b), plus interest, to each shareholder who agreed to accept the corporation's offer in full satisfaction of the shareholder's demand.   (4) Within 40 days after delivering the notice described in subsection (2), the corporation shall pay in cash the amount it offered to pay under subsection (2)(b), plus interest, to each shareholder described in subsection (2)(e).   History: En. Sec. 179, Ch. 271, L. 2019.
MT Code § 35-14-1326 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 13. Appraisal Rights|35-14-1326. Procedure if shareholder dissatisfied with payment or offer

  35-14-1326. Procedure if shareholder dissatisfied with payment or offer. (1) A shareholder paid pursuant to 35-14-1324 who is dissatisfied with the amount of the payment shall notify the corporation in writing of that shareholder's estimate of the fair value of the shares and demand payment of that estimate, less any payment under 35-14-1324, plus interest. A shareholder offered payment under 35-14-1325 who is dissatisfied with that offer may reject the offer and demand payment of the shareholder's stated estimate of the fair value of the shares, plus interest.   (2) A shareholder who fails to notify the corporation in writing of that shareholder's demand to be paid the shareholder's stated estimate of the fair value plus interest under subsection (1) within 30 days after receiving the corporation's payment or offer of payment under 35-14-1324 or 35-14-1325, respectively, waives the right to demand payment under this section and is entitled only to the payment made or offered pursuant to those respective sections.   History: En. Sec. 180, Ch. 271, L. 2019.
MT Code § 35-14-1327 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 13. Appraisal Rights|35-14-1327. through 35-14-1329 reserved

  35-14-1327 through 35-14-1329 reserved.
MT Code § 35-14-1330 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 13. Appraisal Rights|35-14-1330. Judicial appraisal of shares -- court action

  35-14-1330. Judicial appraisal of shares -- court action. (1) If a shareholder makes demand for payment under 35-14-1326 that remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the 60-day period, it shall pay in cash to each shareholder the amount the shareholder demanded pursuant to 35-14-1326, plus interest.   (2) The corporation shall commence the proceeding in the district court of the county in which its principal office is located or, if its principal office is not located in this state, in the first judicial district.   (3) The corporation shall make all shareholders, regardless of whether they are residents of this state, whose demands remain unsettled parties to the proceeding as in an action against their shares, and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.   (4) The jurisdiction of the court in which the proceeding is commenced under subsection (2) is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the powers described in the order appointing them or in any amendment to it. The shareholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings. There is no right to a jury trial.   (5) Each shareholder made a party to the proceeding is entitled to judgment:   (a) for the amount, if any, by which the court finds the fair value of the shareholder's shares exceeds the amount paid by the corporation to the shareholder for the shares, plus interest; or   (b) for the fair value, plus interest, of the shareholder's shares for which the corporation elected to withhold payment under 35-14-1325.   History: En. Sec. 181, Ch. 271, L. 2019.
MT Code § 35-14-1331 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 13. Appraisal Rights|35-14-1331. Court costs -- expenses

  35-14-1331. Court costs -- expenses. (1) The court in an appraisal proceeding commenced under 35-14-1330 shall determine all court costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the court costs against the corporation, except that the court may assess court costs against all or some of the shareholders demanding appraisal, in amounts the court finds equitable, to the extent the court finds the shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this part.   (2) The court in an appraisal proceeding may also assess the expenses of the respective parties in amounts the court finds equitable:   (a) against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with the requirements of 35-14-1320, 35-14-1322, 35-14-1324, or 35-14-1325; or   (b) against either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds the party against whom expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this part.   (3) If the court in an appraisal proceeding finds that the expenses incurred by any shareholder were of substantial benefit to other shareholders similarly situated and that the expenses should not be assessed against the corporation, the court may direct that those expenses be paid out of the amounts awarded the shareholders who were benefited.   (4) To the extent the corporation fails to make a required payment pursuant to 35-14-1324, 35-14-1325, or 35-14-1326, any affected shareholder may sue directly for the amount owed and, to the extent successful, is entitled to recover from the corporation all expenses of the suit.   History: En. Sec. 182, Ch. 271, L. 2019.
MT Code § 35-14-1332 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 13. Appraisal Rights|35-14-1332. through 35-14-1339 reserved

  35-14-1332 through 35-14-1339 reserved.
MT Code § 35-14-1340 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 13. Appraisal Rights|35-14-1340. Other remedies limited

  35-14-1340. Other remedies limited. (1) The legality of a proposed or completed corporate action described in 35-14-1302(1) may not be contested, and the corporate action may not be enjoined, set aside, or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the corporate action.   (2) Subsection (1) does not apply to a corporate action that:   (a) was not authorized and approved in accordance with the applicable provisions of:   (i) part 9, 10, 11, or 12 of this chapter;   (ii) the articles of incorporation or bylaws; or   (iii) the resolution of the board of directors authorizing the corporate action;   (b) was procured as a result of fraud, a material misrepresentation, or an omission of a material fact necessary to make statements made, in light of the circumstances in which they were made, not misleading;   (c) is an interested transaction unless it has been recommended by the board of directors in the manner provided in 35-14-862 and has been approved by the shareholders in the manner provided in 35-14-863 as if the interested transaction were a director's conflicting interest transaction; or   (d) is approved by less than unanimous consent of the voting shareholders pursuant to 35-14-704 if:   (i) the challenge to the corporate action is brought by a shareholder who did not consent and as to whom notice of the approval of the corporate action was not effective at least 10 days before the corporate action was effected; and   (ii) the proceeding challenging the corporate action is commenced within 10 days after notice of the approval of the corporate action is effective as to the shareholder bringing the proceeding.   History: En. Sec. 183, Ch. 271, L. 2019.
MT Code § 35-14-1401 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 14. Dissolution|35-14-1401. Dissolution by incorporators or initial directors

  35-14-1401. Dissolution by incorporators or initial directors. A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the secretary of state for filing articles of dissolution that set forth:   (1) the name of the corporation;   (2) the date of its incorporation;   (3) either:   (i) that none of the corporation's shares has been issued; or   (ii) that the corporation has not commenced business;   (4) that no debt of the corporation remains unpaid;   (5) that the net assets of the corporation remaining after winding up have been distributed to the shareholders if shares were issued; and   (6) that a majority of the incorporators or initial directors authorized the dissolution.   History: En. Sec. 184, Ch. 271, L. 2019.