reglab/housing_qa huggingface dataset:
MT Code § 35-8-1203 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 8. Montana Limited Liability Company Act|Part 12. Merger|35-8-1203. Effect of merger

  35-8-1203. Effect of merger. (1) When a merger takes effect:   (a) the separate existence of each limited liability company and other entity that are a party to the merger, other than the surviving entity, terminates;   (b) all property owned by each of the limited liability companies and other entities that are a party to the merger vests in the surviving entity;   (c) all debts, liabilities, and other obligations of each limited liability company and other entity that are a party to the merger become the obligations of the surviving entity;   (d) an action or proceeding pending by or against a limited liability company or other entity that is a party to a 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; and   (e) except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of every limited liability company and other entity that are a party to a merger vest in the surviving entity.   (2) If the surviving foreign entity fails to appoint or maintain an agent designated for service of process in this state or if the agent for service of process cannot with reasonable diligence be found, service of process may be made on the foreign entity as provided in 35-7-113(2). Service is effected under this subsection at the earliest of:   (a) the date on which the company receives the process, notice, or demand;   (b) the date shown on the return receipt, if signed on behalf of the company; or   (c) 5 days after its deposit in the mail, if mailed postpaid and correctly addressed.   (3) A member of the surviving limited liability company is liable for all obligations of a party to the merger for which the member was personally liable before the merger.   (4) Unless otherwise agreed, a merger of a limited liability company that is not the surviving entity in the merger does not require the limited liability company to wind up its business under this chapter or to pay its liabilities and distribute its assets pursuant to this chapter.   (5) Articles of merger serve as articles of dissolution for a limited liability company that is not the surviving entity in the merger.   History: En. Sec. 51, Ch. 302, L. 1999; amd. Sec. 63, Ch. 240, L. 2007.
MT Code § 35-8-1204 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 8. Montana Limited Liability Company Act|Part 12. Merger|35-8-1204. reserved

  35-8-1204 reserved.
MT Code § 35-8-1205 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 8. Montana Limited Liability Company Act|Part 12. Merger|35-8-1205. Definitions

  35-8-1205. Definitions. As used in this part, the following definitions apply:   (1) "Corporation" means a corporation formed under the laws of this state or comparable law of another jurisdiction.   (2) "General partner" means a partner in a partnership and a general partner in a limited partnership.   (3) "Limited partner" means a limited partner in a limited partnership.   (4) "Limited partnership" means a limited partnership formed under the laws of this state or comparable law of another jurisdiction.   (5) "Partner" means a general partner or a limited partner.   (6) "Partnership" means a general partnership formed under the laws of this state or comparable law of another jurisdiction.   (7) "Partnership agreement" means an agreement among the partners of a partnership or a limited partnership.   History: En. Sec. 52, Ch. 302, L. 1999.
MT Code § 35-8-1206 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 8. Montana Limited Liability Company Act|Part 12. Merger|35-8-1206. through 35-8-1209 reserved

  35-8-1206 through 35-8-1209 reserved.
MT Code § 35-8-1210 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 8. Montana Limited Liability Company Act|Part 12. Merger|35-8-1210. Conversion of partnership or limited partnership to limited liability company

  35-8-1210. Conversion of partnership or limited partnership to limited liability company. (1) A partnership or limited partnership may be converted to a limited liability company pursuant to this section.   (2) The terms and conditions of a conversion of a partnership or limited partnership to a limited liability company must be approved by all of the partners or by a number or percentage of the partners required for conversion in the partnership agreement.   (3) An agreement of conversion must set forth the terms and conditions of the conversion of the interests of partners of a partnership or of a limited partnership, as the case may be, into interests in the converted limited liability company or cash or other consideration to be paid or delivered as a result of the conversion of the interests of the partners, or a combination of interests, cash, or other consideration.   (4) After a conversion is approved under subsection (2), the partnership or limited partnership shall file articles of organization and all filing fees in the office of the secretary of state that satisfy the requirements of 35-8-202 and that contain:   (a) a statement that the partnership or limited partnership was converted to a limited liability company from a partnership or limited partnership;   (b) its former name;   (c) a statement of the number of votes cast by the partners entitled to vote for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under subsection (2); and   (d) in the case of a limited partnership, a statement that the certificate of limited partnership is to be canceled as of the date on which the conversion took effect.   (5) In the case of a limited partnership, the filing of articles of organization under subsection (4) cancels its certificate of limited partnership as of the date on which the conversion took effect.   (6) A conversion takes effect when the articles of organization are filed in the office of the secretary of state or at any later date specified in the articles of organization.   (7) A general partner who becomes a member of a limited liability company as a result of a conversion remains liable as a partner for any obligation incurred by the partnership or limited partnership before the conversion takes effect.   (8) A general partner's liability for all obligations of the limited liability company incurred after the conversion takes effect is that of a member of the company.   (9) A limited partner who becomes a member as a result of a conversion remains liable for obligations of the limited partnership only to the extent that the limited partner was liable for an obligation incurred by the limited partnership before the conversion takes effect.   History: En. Sec. 53, Ch. 302, L. 1999.
MT Code § 35-8-1211 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 8. Montana Limited Liability Company Act|Part 12. Merger|35-8-1211. Effect of conversion -- entity unchanged -- part not exclusive

  35-8-1211. Effect of conversion -- entity unchanged -- part not exclusive. (1) A partnership or limited partnership that has been converted pursuant to this part 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 vests in the limited liability company;   (b) all debts, liabilities, and other obligations of the converting partnership or limited partnership continue as obligations of the limited liability company;   (c) an action or proceeding pending by or against the converting partnership or limited partnership may be continued as if the conversion had not occurred;   (d) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting partnership or limited partnership vest in the limited liability company; and   (e) except as otherwise provided in the agreement of conversion under 35-8-1210(3), all of the partners of the converting partnership continue as members of the limited liability company.   (3) The provisions of this part do not preclude an entity from being converted or merged under other provisions of law.   History: En. Sec. 54, Ch. 302, L. 1999.
MT Code § 35-8-1301 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 8. Montana Limited Liability Company Act|Part 13. Professional Limited Liability Company|35-8-1301. Purposes of professional limited liability companies

  35-8-1301. Purposes of professional limited liability companies. Professional limited liability companies may be organized under this part only for the purpose of rendering professional services and services ancillary to professional services within a single profession, except that a professional limited liability company may be organized for the purpose of rendering professional services within two or more professions and for any purpose or purposes for which companies may be organized under this chapter to the extent that the combination of professional purposes or professional and business purposes is permitted by the licensing laws and rules of this state applicable to the professions.   History: En. Sec. 72, Ch. 120, L. 1993.
MT Code § 35-8-1302 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 8. Montana Limited Liability Company Act|Part 13. Professional Limited Liability Company|35-8-1302. Professional limited liability company name

  35-8-1302. Professional limited liability company name. The name of a domestic or foreign professional limited liability company:   (1) must contain the words "professional limited liability company", "professional limited company", "professional l.l.c.", "professional llc", "p.l.l.c.", or "pllc"; and   (2) must conform to rules promulgated by a licensing authority having jurisdiction of a professional service described in the articles of organization.   History: En. Sec. 73, Ch. 120, L. 1993; amd. Sec. 55, Ch. 302, L. 1999.
MT Code § 35-8-1303 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 8. Montana Limited Liability Company Act|Part 13. Professional Limited Liability Company|35-8-1303. Professional limited liability company managers

  35-8-1303. Professional limited liability company managers. At least one-half of the managers of a professional limited liability company must be qualified persons with respect to the limited liability company.   History: En. Sec. 74, Ch. 120, L. 1993.
MT Code § 35-8-1304 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 8. Montana Limited Liability Company Act|Part 13. Professional Limited Liability Company|35-8-1304. Membership in professional limited liability company

  35-8-1304. Membership in professional limited liability company. (1) Only the following persons may be members of a professional limited liability company:   (a) natural persons authorized by law of this or any other state, a territory of the United States, or the District of Columbia to render a professional service permitted by the articles of organization of the professional limited liability company;   (b) general partnerships in which all the partners are authorized by law of this or any other state, a territory of the United States, or the District of Columbia to render a professional service permitted by the articles of incorporation and in which at least one partner is authorized by law in this state to render a professional service permitted by the articles of organization of the professional limited liability company; and   (c) domestic or foreign professional corporations and domestic or foreign professional limited liability companies authorized by law in this state to render a professional service permitted by the articles of organization of the professional limited liability company.   (2) The licensing authority may by rule further restrict or condition the issuance of membership interests in order to preserve ethical standards, but a rule may not cause a member at the time the rule becomes effective to become a disqualified person.   History: En. Sec. 75, Ch. 120, L. 1993.
MT Code § 35-8-1305 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 8. Montana Limited Liability Company Act|Part 13. Professional Limited Liability Company|35-8-1305. Rendering services

  35-8-1305. Rendering services. A domestic or foreign professional limited liability company may render professional services in this state only through natural persons permitted to render the services in this state; however, nothing in this part requires any person employed by a professional limited liability company to be licensed to perform services for which a license is not otherwise required or prohibits the rendering of professional services by a licensed natural person acting in that person's individual capacity, even if the person is a member or manager of a professional limited liability company.   History: En. Sec. 76, Ch. 120, L. 1993.
MT Code § 35-8-1306 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 8. Montana Limited Liability Company Act|Part 13. Professional Limited Liability Company|35-8-1306. Responsibility for services

  35-8-1306. Responsibility for services. (1) An individual who renders professional services as a member or an employee of a domestic or foreign professional limited liability company is liable for any negligent or wrongful act or omission in which the individual personally participates to the same extent as if the individual had rendered the services as a sole practitioner. A member or an employee of a professional limited liability company is not liable for the conduct of other members or employees unless the member or employee is at fault in appointing, supervising, or cooperating with them.   (2) A domestic or foreign professional limited liability company whose member or employee performs professional services within the scope of the member's or employee's employment or apparent authority to act for the company is liable to the same extent as the member or employee.   (3) Except as otherwise provided by statute, the personal liability of a member of a domestic or foreign professional limited liability company is no greater in any respect than that of a member of a limited liability company otherwise organized under this part.   History: En. Sec. 77, Ch. 120, L. 1993; amd. Sec. 3, Ch. 268, L. 1997.
MT Code § 35-8-1307 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 8. Montana Limited Liability Company Act|Part 13. Professional Limited Liability Company|35-8-1307. Relationship to clients and patients

  35-8-1307. Relationship to clients and patients. (1) The relationship between an individual performing professional services as an employee of a domestic or foreign professional limited liability company and a client or patient is the same as if the individual performed the services as a sole practitioner.   (2) The relationship between a domestic or foreign professional limited liability company performing professional services and the client or patient is the same as between the client or patient and the individual performing the services.   (3) Any privilege applicable to communications between a person rendering professional services and the person receiving the services recognized under the statutory or common law of this state extends to a domestic or foreign professional limited liability company and its employees.   History: En. Sec. 78, Ch. 120, L. 1993.
MT Code § 35-9-101 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 9. Montana Close Corporation Act|Part 1. General|35-9-101. Short title

  35-9-101. Short title. This chapter shall be known and may be cited as the "Montana Close Corporation Act".   History: En. Sec. 1, Ch. 432, L. 1987.
MT Code § 35-9-102 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 9. Montana Close Corporation Act|Part 1. General|35-9-102. Application of Montana Business Corporation Act and Montana Professional Corporation Act

  35-9-102. Application of Montana Business Corporation Act and Montana Professional Corporation Act. (1) The Montana Business Corporation Act applies to statutory close corporations to the extent not inconsistent with the provisions of this chapter.   (2) This chapter applies to a professional corporation organized under the Montana Professional Corporation Act whose articles of incorporation contain the statement required by 35-9-103 except insofar as the Montana Professional Corporation Act contains inconsistent provisions.   (3) This chapter does not repeal or modify any statute or rule of law that applies to a corporation that is organized under the Montana Business Corporation Act or the Montana Professional Corporation Act and that does not elect to become a statutory close corporation under 35-9-103.   History: En. Sec. 2, Ch. 432, L. 1987.
MT Code § 35-9-103 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 9. Montana Close Corporation Act|Part 1. General|35-9-103. Definition and election of statutory close corporation status

  35-9-103. Definition and election of statutory close corporation status. (1) A statutory close corporation is a corporation whose articles of incorporation contain a statement that the corporation is a statutory close corporation.   (2) A corporation having 25 or fewer shareholders may become a statutory close corporation by amending its articles of incorporation to include the statement required by subsection (1). The amendment must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not otherwise entitled to vote on amendments. If the amendment is adopted, a shareholder who voted against the amendment is entitled to assert appraisal rights under Title 35, chapter 14, part 13.   History: En. Sec. 3, Ch. 432, L. 1987; amd. Sec. 197, Ch. 368, L. 1991; amd. Sec. 252, Ch. 271, L. 2019.
MT Code § 35-9-201 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 9. Montana Close Corporation Act|Part 2. Share Transfer Restrictions|35-9-201. Notice of statutory close corporation status on issued shares

  35-9-201. Notice of statutory close corporation status on issued shares. (1) The following statement must appear conspicuously on each share certificate issued by a statutory close corporation:   The rights of shareholders in a statutory close corporation may differ materially from the rights of shareholders in other corporations. Copies of the articles of incorporation and bylaws, shareholders' agreements, and other documents, any of which may restrict transfers and affect voting and other rights, may be obtained by a shareholder on written request to the corporation.   (2) Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send to the shareholders a written notice containing the information required by subsection (1).   (3) The notice required by this section satisfies all requirements of 35-14-627 and of this chapter that notice of share transfer restrictions be given.   (4) A person claiming an interest in shares of a statutory close corporation that has complied with the notice requirement of this section is bound by the documents referred to in the notice. A person claiming an interest in shares of a statutory close corporation that has not complied with the notice requirement of this section is bound by any documents of which the person or another person through whom the person claims has knowledge or notice.   (5) A corporation shall provide to any shareholder upon the shareholder's written request and without charge copies of provisions that restrict transfer or affect voting or other rights of shareholders appearing in articles of incorporation, bylaws, or shareholders' or voting trust agreements filed with the corporation.   History: En. Sec. 4, Ch. 432, L. 1987; amd. Sec. 198, Ch. 368, L. 1991; amd. Sec. 1295, Ch. 56, L. 2009; amd. Sec. 253, Ch. 271, L. 2019.
MT Code § 35-9-202 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 9. Montana Close Corporation Act|Part 2. Share Transfer Restrictions|35-9-202. Share transfer prohibition

  35-9-202. Share transfer prohibition. (1) An interest in shares of a statutory close corporation may not be voluntarily or involuntarily transferred, by operation of law or otherwise, except to the extent permitted by the articles of incorporation or under 35-9-203.   (2) Except to the extent the articles of incorporation provide otherwise, this section does not apply to a transfer:   (a) to the corporation or to any other holder of the same class or series of shares;   (b) to members of the shareholder's immediate family or to a trust, all of whose beneficiaries are members of the shareholder's immediate family, which immediate family consists of the shareholder's spouse, parents, lineal descendants including adopted children and stepchildren and the spouse of any lineal descendant, and brothers and sisters;   (c) that has been approved in writing by all of the holders of the corporation's shares having general voting rights;   (d) to an executor or administrator upon the death of a shareholder or to a trustee or receiver as the result of a bankruptcy, insolvency, dissolution, or similar proceeding brought by or against a shareholder;   (e) by merger or share exchange under Title 35, chapter 14, part 11, or an exchange of existing shares for other shares of a different class or series in the corporation;   (f) by a pledge as collateral for a loan that does not grant the pledgee any voting rights possessed by the pledgor; and   (g) made after termination of the corporation's status as a statutory close corporation.   History: En. Sec. 5, Ch. 432, L. 1987; amd. Sec. 1296, Ch. 56, L. 2009; amd. Sec. 254, Ch. 271, L. 2019.
MT Code § 35-9-204 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 9. Montana Close Corporation Act|Part 2. Share Transfer Restrictions|35-9-204. Attempted share transfer in breach of prohibition

  35-9-204. Attempted share transfer in breach of prohibition. (1) An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer binding on the transferee is ineffective.   (2) An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer that is not binding on the transferee, either because the notice required by 35-9-201 was not given or because the prohibition is held unenforceable by a court, gives the corporation an option to purchase the shares from the transferee for the same price and on the same terms that the transferee purchased them. To exercise its option, the corporation shall give the transferee written notice within 30 days after the shares are presented for registration in the transferee's name. The corporation may specifically enforce the transferee's sale obligation upon exercise of its purchase option.   History: En. Sec. 7, Ch. 432, L. 1987; amd. Sec. 1298, Ch. 56, L. 2009.