reglab/statecodes huggingface dataset:
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 12. Merger › 35-8-1202. Articles of merger

35-8-1202. Articles of merger.
(1) After approval of the plan of merger under 35-8-1201(3), unless the merger is abandoned under 35-8-1201(4), articles of merger must be signed on behalf of each limited liability company and other entity that is a party to the merger and delivered to the secretary of state for filing. The articles must set forth:
(a) the name and jurisdiction of formation or organization of each of the limited liability companies and other entities that are parties to the merger;
(b) for each limited liability company that is to merge, the date on which its articles of organization were filed with the secretary of state;
(c) that a plan of merger has been approved and signed by each limited liability company and other entity that is to merge;
(d) the name and address of the surviving limited liability company or other surviving entity;
(e) the effective date of the merger;
(f) if a limited liability company is the surviving entity, the changes in its articles of organization that are necessary by reason of the merger;
(g) if a party to a merger is a foreign limited liability company, the jurisdiction and date of filing of its initial articles of organization and the date when its application for authority was filed by the secretary of state or, if an application has not been filed, a statement to that effect; and
(h) if the surviving entity is not a limited liability company, the agreement that the surviving entity may be served with process in this state and is subject to liability in any action or proceeding for the enforcement of any liability or obligation of any limited liability company previously subject to suit in this state that is to merge and for the enforcement, as provided in this chapter, of the right of members of any limited liability company to receive payment for their interest against the surviving entity; and
(i) the name and address of the registered agent of the surviving entity.
(2) If a foreign limited liability company is the surviving entity of a merger, it may not do business in this state until an application for that authority is filed with the secretary of state.
(3) The surviving limited liability company or other entity shall furnish a copy of the plan of merger, on request and without cost, to any member of any limited liability company or any person holding an interest in any other entity that is subject to the merger.
(4) Articles of merger operate as an amendment to a surviving limited liability company's articles of organization.
History: En. Sec. 50, Ch. 302, L. 1999.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 9. Montana Close Corporation Act › Part 2. Share Transfer Restrictions › 35-9-205. Compulsory purchase of shares after death of shareholder

35-9-205. Compulsory purchase of shares after death of shareholder.
(1) Sections 35-9-206 through 35-9-208 and this section apply to a statutory close corporation only if so provided in its articles of incorporation. If these sections apply, the executor or administrator of the estate of a deceased shareholder may require the corporation to purchase or cause to be purchased all but not less than all of the decedent's shares or to be dissolved.
(2) The provisions of 35-9-206 through 35-9-208 may be modified only if the modification is set forth or referred to in the articles of incorporation.
(3) An amendment to the articles of incorporation to provide for application of 35-9-206 through 35-9-208 or to modify or delete the provisions of these sections must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the statutory close corporation, voting as separate voting groups, whether or not otherwise entitled to vote on amendments. If the corporation has no shareholders when the amendment is proposed, it must be approved by at least two-thirds of the subscribers for shares, if any, or if none, by all of the incorporators.
(4) A shareholder who votes against an amendment to modify or delete the provisions of 35-9-206 through 35-9-208 is entitled to appraisal rights under Title 35, chapter 14, part 13, if the amendment upon adoption terminates or substantially alters the shareholder's existing rights under these sections to have the shareholder's shares purchased.
(5) A shareholder may waive the shareholder's and the shareholder's estate's rights under 35-9-206 through 35-9-208 by a signed writing.
(6) Sections 35-9-206 through 35-9-208 do not prohibit any other agreement providing for the purchase of shares upon a shareholder's death, nor do they prevent a shareholder from enforcing any remedy that the shareholder has independently of 35-9-206 through 35-9-208.
History: En. Sec. 8, Ch. 432, L. 1987; amd. Sec. 199, Ch. 368, L. 1991; amd. Sec. 1299, Ch. 56, L. 2009; amd. Sec. 255, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 9. Montana Close Corporation Act › Part 2. Share Transfer Restrictions › 35-9-206. Exercise of compulsory purchase right

35-9-206. Exercise of compulsory purchase right.
(1) A person entitled and desiring to exercise the compulsory purchase right described in 35-9-205 shall deliver a written notice to the corporation, within 120 days after the death of the shareholder, describing the number and class or series of shares beneficially owned by the decedent and requesting that the corporation offer to purchase the shares.
(2) Within 20 days after the effective date of the notice, the corporation shall call a special shareholders' meeting, to be held not more than 40 days after the call, to decide whether the corporation should offer to purchase the shares. A purchase offer must be approved by the affirmative vote of the holders of a majority of votes entitled to be cast at the meeting, excluding votes in respect of the shares covered by the notice.
(3) The corporation shall deliver a purchase offer to the person requesting it within 75 days after the effective date of the request notice. A purchase offer must be accompanied by the corporation's balance sheet as of the end of a fiscal year ending not more than 16 months before the effective date of the request notice, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any. The person must accept the purchase offer in writing within 15 days after receiving it or the offer is rejected.
(4) A corporation agreeing to purchase shares under this section may allocate some or all of the shares to one or more of its shareholders or to other persons if all the shareholders voting in favor of the purchase offer approve the allocation. However, if the corporation has more than one class or series of shares, the remaining holders of the class or series of shares being purchased are entitled to a first option to purchase the shares not purchased by the corporation in proportion to their shareholdings or in some other proportion agreed to by all the shareholders participating in the purchase.
(5) If price and other terms of a compulsory purchase of shares are fixed or are to be determined by the articles of incorporation, bylaws, or a written agreement, the price and terms so fixed or determined govern the compulsory purchase unless the purchaser defaults, in which event the buyer is entitled to commence a proceeding for dissolution under 35-9-207.
History: En. Sec. 9, Ch. 432, L. 1987.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 9. Montana Close Corporation Act › Part 2. Share Transfer Restrictions › 35-9-207. Court action to compel purchase

35-9-207. Court action to compel purchase.
(1) (a) If an offer to purchase shares made under 35-9-206 is rejected or if no offer is made, the person exercising the compulsory purchase right may commence a proceeding against the corporation to compel the purchase in the district court of the county where the corporation's principal office is located or, if there is no principal office in this state, in Lewis and Clark County.
(b) The corporation at its expense shall notify in writing all of its shareholders, and any other person the court directs, of the commencement of the proceeding.
(c) The jurisdiction of the court in which the proceeding is commenced under this subsection is plenary and exclusive.
(2) (a) The court shall determine the fair value of the shares subject to compulsory purchase in accordance with the standards set forth in 35-9-503, together with terms for the purchase.
(b) Upon making these determinations, the court shall order the corporation to purchase or cause the purchase of the shares or empower the person exercising the compulsory purchase right to have the corporation dissolved.
(3) After the purchase order is entered, the corporation may petition the court to modify the terms of purchase and the court may do so if it finds that changes in the financial or legal ability of the corporation or other purchaser to complete the purchase justify a modification.
(4) If the corporation or other purchaser does not make a payment required by the court's order within 30 days of its due date, the seller may petition the court to dissolve the corporation and, absent a showing of good cause for not making the payment, the court shall do so.
(5) A person making a payment to prevent or cure a default by the corporation or other purchaser is entitled to recover the payment from the defaulter.
History: En. Sec. 10, Ch. 432, L. 1987; amd. Sec. 64, Ch. 240, L. 2007.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 9. Montana Close Corporation Act › Part 2. Share Transfer Restrictions › 35-9-208. Court costs and other expenses

35-9-208. Court costs and other expenses.
(1) The court in a proceeding commenced under 35-9-207 shall determine the total costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court and of counsel and experts employed by the parties. Except as provided in subsection (2), the court shall assess these costs equally against the corporation and the party exercising the compulsory purchase right.
(2) The court may assess all or a portion of the total costs of the proceeding:
(a) against the person exercising the compulsory purchase right if the court finds that the fair value of the shares does not substantially exceed the corporation's last purchase offer made before commencement of the proceeding and that the person's failure to accept the offer was arbitrary, vexatious, or otherwise not in good faith; or
(b) against the corporation if the court finds that the fair value of the shares substantially exceeds the corporation's last sale offer made before commencement of the proceeding and that the offer was arbitrary, vexatious, or otherwise not made in good faith.
History: En. Sec. 11, Ch. 432, L. 1987.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 9. Montana Close Corporation Act › Part 3. Regulation and Operation › 35-9-301. Shareholder agreements

35-9-301. Shareholder agreements.
(1) All the shareholders of a statutory close corporation may agree in writing to regulate the exercise of the corporate powers and the management of the business and affairs of the corporation or the relationship among the shareholders of the corporation.
(2) An agreement authorized by this section is effective even though:
(a) it eliminates a board of directors;
(b) it restricts the discretion or powers of the board or authorizes director proxies or weighted voting rights;
(c) its effect is to treat the corporation as a partnership; or
(d) it creates a relationship among the shareholders or between the shareholders and the corporation that would otherwise be appropriate only among partners.
(3) If the corporation has a board of directors, an agreement authorized by this section restricting the discretion or powers of the board relieves directors of liability imposed by law and imposes that liability on each person in whom the board's discretion or power is vested to the extent that the discretion or powers of the board of directors are governed by the agreement.
(4) A provision eliminating a board of directors in an agreement authorized by this section is not effective unless the articles of incorporation contain a statement to that effect as required by 35-9-302.
(5) A provision entitling one or more shareholders to dissolve the corporation under 35-9-404 is effective only if a statement of this right is contained in the articles of incorporation.
(6) To amend an agreement authorized by this section, all the shareholders shall approve the amendment in writing unless the agreement provides otherwise.
(7) Subscribers for shares may act as shareholders with respect to an agreement authorized by this section if shares are not issued when the agreement was made.
(8) This section does not prohibit any other agreement between or among shareholders in a statutory close corporation.
History: En. Sec. 12, Ch. 432, L. 1987.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 9. Montana Close Corporation Act › Part 3. Regulation and Operation › 35-9-302. Elimination of board of directors

35-9-302. Elimination of board of directors.
(1) A statutory close corporation may operate without a board of directors if its articles of incorporation contain a statement to that effect.
(2) An amendment to articles of incorporation eliminating a board of directors must be approved by:
(a) all the shareholders of the corporation, whether or not otherwise entitled to vote on amendments;
(b) if no shares have been issued, by all the subscribers for shares, if any; or
(c) if there are no subscribers, by all the incorporators.
(3) While a corporation is operating without a board of directors as authorized by subsection (1):
(a) all corporate powers must be exercised by or under the authority of and the business and affairs of the corporation managed under the direction of the shareholders;
(b) unless the articles of incorporation provide otherwise:
(i) action requiring director approval or both director and shareholder approval is authorized if approved by the shareholders; and
(ii) action requiring a majority or greater percentage vote of the board of directors is authorized if approved by the majority or greater percentage of the votes of shareholders entitled to vote on the action;
(c) a shareholder is not liable for the shareholder's act or omission, even though a director would be, unless the shareholder was entitled to vote on the action;
(d) a requirement by a state or the United States that a document delivered for filing contain a statement that specified action has been taken by the board of directors is satisfied by a statement that the corporation is a statutory close corporation without a board of directors and that the action was approved by the shareholders; and
(e) the shareholders may by resolution appoint one or more shareholders to sign documents as designated directors.
(4) An amendment to articles of incorporation deleting the statement eliminating a board of directors 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. The amendment must also specify the number, names, and addresses of the corporation's directors or describe who will perform the duties of a board under 35-14-801.
History: En. Sec. 13, Ch. 432, L. 1987; amd. Sec. 200, Ch. 368, L. 1991; amd. Sec. 1300, Ch. 56, L. 2009; amd. Sec. 256, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 9. Montana Close Corporation Act › Part 3. Regulation and Operation › 35-9-303. Bylaws

35-9-303. Bylaws.
(1) A statutory close corporation need not adopt bylaws if provisions required by law to be contained in bylaws are contained in either the articles of incorporation or a shareholder agreement authorized by 35-9-301.
(2) If a corporation does not have bylaws when its statutory close corporation status terminates under 35-9-402, the corporation shall immediately adopt bylaws under 35-14-206.
History: En. Sec. 14, Ch. 432, L. 1987; amd. Sec. 201, Ch. 368, L. 1991; amd. Sec. 257, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 9. Montana Close Corporation Act › Part 3. Regulation and Operation › 35-9-304. Annual meeting

35-9-304. Annual meeting.
(1) The annual meeting date for a statutory close corporation is the first business day after May 31 unless its articles of incorporation, bylaws, or a shareholder agreement authorized by 35-9-301 fixes a different date.
(2) A statutory close corporation need not hold an annual meeting unless one or more shareholders deliver written notice to the corporation requesting a meeting at least 30 days before the meeting date determined under subsection (1).
History: En. Sec. 15, Ch. 432, L. 1987.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 9. Montana Close Corporation Act › Part 3. Regulation and Operation › 35-9-305. Holding more than one office -- execution of documents in more than one capacity

35-9-305. Holding more than one office -- execution of documents in more than one capacity.
An individual who holds more than one office in a statutory close corporation may execute, acknowledge, or verify in more than one capacity any document required to be executed, acknowledged, or verified by the holders of two or more offices.
History: En. Sec. 16, Ch. 432, L. 1987; amd. Sec. 1, Ch. 315, L. 1989; amd. Sec. 184, Ch. 368, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 9. Montana Close Corporation Act › Part 3. Regulation and Operation › 35-9-306. Limited liability

35-9-306. Limited liability.
The failure of a statutory close corporation to observe the usual corporate formalities or requirements relating to the exercise of its corporate powers or management of its business and affairs is not a ground for imposing personal liability on the shareholders for liabilities of the corporation.
History: En. Sec. 17, Ch. 432, L. 1987.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 9. Montana Close Corporation Act › Part 4. Reorganization and Dissolution › 35-9-401. Merger -- share exchange -- sale of assets

35-9-401. Merger -- share exchange -- sale of assets.
(1) A plan of merger or share exchange:
(a) that if effected would terminate statutory close corporation status must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the statutory close corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan; and
(b) that if effected would create the surviving corporation as a statutory close corporation must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the surviving corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan.
(2) A sale, lease, exchange, or other disposition of all or substantially all of the property of a statutory close corporation, with or without the good will, if not made in the usual and regular course of business, 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 the holders are otherwise entitled to vote on the transaction.
History: En. Sec. 18, Ch. 432, L. 1987.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 9. Montana Close Corporation Act › Part 4. Reorganization and Dissolution › 35-9-402. Termination of statutory close corporation status

35-9-402. Termination of statutory close corporation status.
(1) A statutory close corporation may terminate its statutory close corporation status by amending its articles of incorporation to delete the statement that it is a statutory close corporation. If the statutory close corporation has elected to operate without a board of directors under 35-9-302, the amendment must delete the statement dispensing with the board of directors from its articles of incorporation.
(2) An amendment terminating statutory close corporation status 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 the holders are otherwise entitled to vote on amendments.
(3) If an amendment to terminate statutory close corporation status is adopted, each shareholder who voted against the amendment is entitled to assert appraisal rights under Title 35, chapter 14, part 13.
History: En. Sec. 19, Ch. 432, L. 1987; amd. Sec. 202, Ch. 368, L. 1991; amd. Sec. 258, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 9. Montana Close Corporation Act › Part 4. Reorganization and Dissolution › 35-9-403. Effect of termination of statutory close corporation status

35-9-403. Effect of termination of statutory close corporation status.
(1) A corporation that terminates its status as a statutory close corporation is thereafter subject to all provisions of the Montana Business Corporation Act or, if incorporated under the Montana Professional Corporation Act, to all provisions of that act.
(2) Termination of statutory close corporation status does not affect any right of a shareholder or of the corporation under an agreement or the articles of incorporation unless this chapter, the Montana Business Corporation Act, or another law of this state invalidates the right.
History: En. Sec. 20, Ch. 432, L. 1987.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 9. Montana Close Corporation Act › Part 4. Reorganization and Dissolution › 35-9-404. Shareholder option to dissolve corporation

35-9-404. Shareholder option to dissolve corporation.
(1) The articles of incorporation of a statutory close corporation may authorize one or more shareholders, or the holders of a specified number or percentage of shares of any class or series, to dissolve the corporation at will or upon the occurrence of a specified event or contingency. The shareholder or shareholders exercising this authority shall give written notice of the intent to dissolve to all the other shareholders. Thirty-one days after the effective date of the notice, the corporation shall begin to wind up and liquidate its business and affairs and file articles of dissolution under 35-14-1401 through 35-14-1405.
(2) Unless the articles of incorporation provide otherwise, an amendment to the articles of incorporation to add, change, or delete the authority to dissolve described in subsection (1) must be approved by the holders of all the outstanding shares, whether or not otherwise entitled to vote on amendments, or if no shares have been issued, by all the subscribers for shares, if any, or if there are no subscribers, by all the incorporators.
History: En. Sec. 21, Ch. 432, L. 1987; amd. Sec. 203, Ch. 368, L. 1991; amd. Sec. 259, Ch. 271, L. 2019.