reglab/statecodes huggingface dataset:
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 3. Religious Corporations Sole › Part 2. Formation and Operation › 35-3-206. Amendment of articles of incorporation

35-3-206. Amendment of articles of incorporation.
(1) Whenever any bishop, chief priest, or presiding elder has filed in the office of the secretary of state articles of incorporation, under the provisions of an act entitled "An Act Authorizing and Regulating the Incorporation of Sole Corporations and Defining Their Powers", approved February 27, 1899, or amendments to that act or under this chapter, the corporation sole may amend its articles of incorporation from time to time in any and as many respects as may be desired as long as its articles of incorporation as amended contain only provisions that are lawful under this chapter.
(2) The articles of amendment must be promulgated by the incorporator or a successor by setting forth a statement of the facts authorizing the amendment and the date upon which the amendment was promulgated, and the incorporator's or successor's affidavit that the amendment is a true copy or translation of the amendment is considered a sufficient attestation.
History: En. Sec. 10, Ch. 301, L. 1967; R.C.M. 1947, 15-2410; amd. Sec. 1291, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 3. Religious Corporations Sole › Part 2. Formation and Operation › 35-3-207. Succession

35-3-207. Succession.
(1) In the event of the death or resignation from office of any bishop, chief priest, or presiding elder or of that individual's transfer or removal from office by the person or body having the authority to remove that individual, the individual's successor in office succeeds to the powers, rights, and obligations of the office and becomes vested with the title to the property with like power and authority over the property and subject to all the legal liabilities and obligations with reference to the property.
(2) Succession is effected when the successor files in the office of the secretary of state the original or a copy or translation of the successor's commission, certificate, or letters of appointment as bishop, chief priest, or presiding elder, duly attested, and the successor's affidavit that the document is a true copy or translation is considered sufficient attestation of the document.
History: En. Sec. 7, Ch. 301, L. 1967; R.C.M. 1947, 15-2407; amd. Sec. 1292, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 3. Religious Corporations Sole › Part 2. Formation and Operation › 35-3-208. Board of advisors or consultors -- interim powers

35-3-208. Board of advisors or consultors -- interim powers.
The bishop, chief priest, or presiding elder of the corporation sole created hereby may appoint a board of advisors or consultors consisting of at least four persons of legal age and otherwise qualified according to the rules or discipline of the denomination, society, or church, which board, in addition to its advisory function, shall exercise the powers of the corporation upon the death, resignation, transfer, removal, or deprivation of office of the bishop, chief priest, or presiding elder and which shall elect an administrator to which it may delegate the executive and administrative functions of the corporation during the interim and until the successor bishop, chief priest, or presiding elder is appointed, elected, or qualified according to the rules or discipline of the denomination, society, or church.
History: En. Sec. 8, Ch. 301, L. 1967; amd. Sec. 1, Ch. 113, L. 1977; R.C.M. 1947, 15-2408.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 3. Religious Corporations Sole › Part 2. Formation and Operation › 35-3-209. Annual report

35-3-209. Annual report.
(1) Each corporation, subject to the provisions of this chapter, shall file within the time and in the manner prescribed by the Montana Nonprofit Corporation Act an annual report on forms or in a computerized format prescribed by the secretary of state, setting forth:
(a) the name of the corporation and the name of the present incumbent chief corporate officer;
(b) the business mailing address of the principal office of the corporation, wherever located, and the information specified by 35-7-105(1);
(c) the names and business mailing addresses of the present members of the board of advisers or consultors of the corporation.
(2) The report must be executed by the chief corporate officer or by an attorney-in-fact acting under a power of attorney filed with the secretary of state by the chief corporate officer.
History: En. Sec. 9, Ch. 301, L. 1967; R.C.M. 1947, 15-2409; amd. Sec. 3, Ch. 153, L. 1989; amd. Sec. 52, Ch. 240, L. 2007; amd. Sec. 15, Ch. 26, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 3. Religious Corporations Sole › Part 2. Formation and Operation › 35-3-210. Registered agent -- corporate office

35-3-210. Registered agent -- corporate office.
A corporation sole organized under the provisions of this chapter shall maintain a corporate office in this state and shall appoint a resident registered agent as provided in 35-7-105(1).
History: En. Sec. 16, Ch. 229, L. 1999; amd. Sec. 53, Ch. 240, L. 2007.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 1. General › 35-4-101. Repealed

35-4-101. Repealed.
Sec. 24, Ch. 399, L. 1983.
History: En. Sec. 4, Ch. 161, L. 1963; R.C.M. 1947, 15-2102.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 1. General › 35-4-102. Repealed

35-4-102. Repealed.
Sec. 24, Ch. 399, L. 1983.
History: En. Sec. 3, Ch. 161, L. 1963; R.C.M. 1947, 15-2101.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 1. General › 35-4-103. Repealed

35-4-103. Repealed.
Sec. 24, Ch. 399, L. 1983.
History: En. Sec. 5, Ch. 161, L. 1963; amd. Sec. 1, Ch. 56, L. 1965; amd. Sec. 1, Ch. 10, L. 1967; R.C.M. 1947, 15-2103.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 1. General › 35-4-104. Repealed

35-4-104. Repealed.
Sec. 24, Ch. 399, L. 1983.
History: En. Sec. 6, Ch. 161, L. 1963; R.C.M. 1947, 15-2104.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 1. General › 35-4-105. Repealed

35-4-105. Repealed.
Sec. 24, Ch. 399, L. 1983.
History: En. Sec. 16, Ch. 161, L. 1963; R.C.M. 1947, 15-2114(part).
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 1. General › 35-4-106. Repealed

35-4-106. Repealed.
Sec. 24, Ch. 399, L. 1983.
History: En. Sec. 19, Ch. 161, L. 1963; R.C.M. 1947, 15-2116.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 1. General › 35-4-107. Repealed

35-4-107. Repealed.
Sec. 24, Ch. 399, L. 1983.
History: En. Sec. 7, Ch. 161, L. 1963; amd. Sec. 9, Ch. 62, L. 1977; R.C.M. 1947, 15-2105.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 1. General › 35-4-109. Definitions

35-4-109. Definitions.
As used in this chapter, unless the context otherwise requires, the following definitions apply:
(1) "Disqualified person" means any natural person, corporation, partnership, fiduciary, trust, association, government agency, or other entity that for any reason is or becomes ineligible under this chapter to own shares issued by a professional corporation.
(2) "Foreign professional corporation" means a corporation for profit organized for the purpose of rendering professional services under a law other than the laws of this state, including the laws of a federally recognized Indian tribe.
(3) "Licensing authority" means an officer, board, agency, court, or other authority in this state that has the power to issue a license or other legal authorization to render a professional service.
(4) "Professional corporation" or "domestic professional corporation" means a corporation for profit subject to the provisions of this chapter, except a foreign professional corporation.
(5) "Professional service" means any service that may lawfully be rendered only by persons licensed under a licensing law of this state and that may not lawfully be rendered by a corporation organized under the Montana Business Corporation Act.
(6) "Qualified person" means a natural person, general partnership, or professional corporation eligible under this chapter to own shares issued by a professional corporation.
History: En. Sec. 2, Ch. 399, L. 1983; amd. Sec. 16, Ch. 280, L. 2015.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 1. General › 35-4-110. Application to existing corporations

35-4-110. Application to existing corporations.
(1) This chapter applies to each professional corporation organized prior to October 1, 1983. If such a corporation is required to amend its corporate name or purposes to comply with this chapter, it shall deliver one duly executed original and one copy of articles of amendment or restated articles of incorporation containing such amendments to the secretary of state within 90 days after October 1, 1983.
(2) Any corporation that is not a professional corporation may become subject to this chapter by delivering to the secretary of state one duly executed original and one copy of articles of amendment or restated articles of incorporation stating that the corporation elects to become subject to this chapter and containing such amendments of its corporate name or purposes as are required to comply with this chapter.
History: En. Sec. 3, Ch. 399, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 1. General › 35-4-111. Application of the Montana Business Corporation Act

35-4-111. Application of the Montana Business Corporation Act.
The Montana Business Corporation Act applies to professional corporations, domestic and foreign, except to the extent its provisions are inconsistent with this chapter.
History: En. Sec. 4, Ch. 399, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 2. Organization and Regulation › 35-4-201. Repealed

35-4-201. Repealed.
Sec. 24, Ch. 399, L. 1983.
History: En. Sec. 14, Ch. 161, L. 1963; R.C.M. 1947, 15-2112; amd. Sec. 154, Ch. 575, L. 1981.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 2. Organization and Regulation › 35-4-202. Repealed

35-4-202. Repealed.
Sec. 24, Ch. 399, L. 1983.
History: En. Sec. 11, Ch. 161, L. 1963; R.C.M. 1947, 15-2109.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 2. Organization and Regulation › 35-4-203. Repealed

35-4-203. Repealed.
Sec. 24, Ch. 399, L. 1983.
History: En. Sec. 15, Ch. 161, L. 1963; R.C.M. 1947, 15-2113; amd. Sec. 8, Ch. 202, L. 1979.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 2. Organization and Regulation › 35-4-204. Repealed

35-4-204. Repealed.
Sec. 24, Ch. 399, L. 1983.
History: En. Sec. 17, Ch. 161, L. 1963; R.C.M. 1947, 15-2115.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 2. Organization and Regulation › 35-4-205. Purposes of corporation

35-4-205. Purposes of corporation.
Professional corporations may be organized under this chapter only for the purpose of rendering professional services and services ancillary thereto within a single profession, except that a professional corporation may be incorporated for the purpose of rendering professional services within two or more professions and for any purpose or purposes for which corporations may be organized under the Montana Business Corporation Act to the extent that such combination of professional purposes or professional and business purposes is permitted by the licensing laws and rules of this state applicable to such professions.
History: En. Sec. 6, Ch. 399, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 2. Organization and Regulation › 35-4-206. Corporate name

35-4-206. Corporate name.
The name of a domestic or foreign professional corporation:
(1) must contain the words "professional corporation" or the abbreviation "P.C." and may not contain any other words to indicate the type of business that it is other than "professional corporation" or "P.C." unless the name of a foreign corporation contains the words "professional services" or "P.S.";
(2) may not contain any word or phrase that indicates or implies that the corporation is organized for any purpose other than the purposes contained in its articles of incorporation;
(3) must be distinguishable on the record from any assumed business name, limited partnership name, limited liability company name, trademark, or service mark registered or reserved with the secretary of state or to the name of any domestic corporation existing under the laws of this state, any foreign corporation authorized to transact business in this state, a name the exclusive right to which is reserved in the manner provided in the Montana Business Corporation Act, or the name of a corporation that has in effect a registration of its corporate name as provided in the Montana Business Corporation Act. This subsection does not apply if:
(a) the similarity results from the use in the corporate name of personal names of shareholders or former shareholders or of natural persons who were associated with a predecessor entity; or
(b) the corporation files with the secretary of state either:
(i) the written consent of the other corporation or holder of a reserved or registered name to use a name that is not distinguishable on the record from the other name; or
(ii) a certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the corporation to the use of the name in this state.
(4) must conform to rules promulgated by a licensing authority having jurisdiction of a professional service described in the articles of incorporation of the corporation.
History: En. Sec. 12, Ch. 399, L. 1983; amd. Sec. 87, Ch. 120, L. 1993; amd. Sec. 7, Ch. 249, L. 1993; amd. Sec. 5, Ch. 27, L. 2001; amd. Sec. 4, Ch. 166, L. 2015.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 2. Organization and Regulation › 35-4-207. Directors and officers

35-4-207. Directors and officers.
At least one-half of the combined directors and officers of a professional corporation, other than the secretary and the treasurer, must be qualified persons with respect to the corporation.
History: En. Sec. 13, Ch. 399, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 2. Organization and Regulation › 35-4-208. Filing of articles with licensing authority

35-4-208. Filing of articles with licensing authority.
No professional corporation, domestic or foreign, may begin to render professional services in this state until it has filed a copy of its articles of incorporation with each licensing authority having jurisdiction of a type of professional service described in its articles of incorporation. Nothing in this chapter restricts or limits the authority or duty of a licensing authority with respect to natural persons rendering a professional service within the jurisdiction of the licensing authority or any law or rule pertaining to standards of professional conduct.
History: En. Sec. 5, Ch. 399, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 2. Organization and Regulation › 35-4-209. Annual reports and statements

35-4-209. Annual reports and statements.
(1) The annual report of each domestic professional corporation and each foreign professional corporation authorized to transact business in this state filed with the secretary of state pursuant to the Montana Business Corporation Act must include a statement that all the shareholders, not less than one-half the directors, and all the officers other than the secretary and treasurer of the corporation are qualified persons with respect to the corporation.
(2) Each domestic professional corporation and each foreign professional corporation authorized to transact business in this state must annually file before March 1 with each licensing authority having jurisdiction over a professional service of a type described in its articles of incorporation a statement of qualification setting forth the names and addresses of the directors and officers of the corporation and such additional information as the licensing authority may by rule prescribe as appropriate in determining whether the corporation is complying with the provisions of this chapter and rules promulgated under this chapter. The licensing authority may charge a fee to cover the cost of filing a statement of qualification.
History: En. Sec. 23, Ch. 399, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 2. Organization and Regulation › 35-4-211. Repealed

35-4-211. Repealed.
Sec. 24, Ch. 399, L. 1983.
History: En. Sec. 13, Ch. 161, L. 1963; R.C.M. 1947, 15-2111; amd. Sec. 9, Ch. 202, L. 1979.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 2. Organization and Regulation › 35-4-212. Repealed

35-4-212. Repealed.
Sec. 24, Ch. 399, L. 1983.
History: En. Sec. 16, Ch. 161, L. 1963; R.C.M. 1947, 15-2114(part).
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 2. Organization and Regulation › 35-4-213. Repealed

35-4-213. Repealed.
Sec. 24, Ch. 399, L. 1983.
History: En. Sec. 8, Ch. 161, L. 1963; R.C.M. 1947, 15-2106.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 2. Organization and Regulation › 35-4-214. Repealed

35-4-214. Repealed.
Sec. 24, Ch. 399, L. 1983.
History: En. Sec. 9, Ch. 161, L. 1963; R.C.M. 1947, 15-2107.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 2. Organization and Regulation › 35-4-215. Repealed

35-4-215. Repealed.
Sec. 24, Ch. 399, L. 1983.
History: En. Sec. 10, Ch. 161, L. 1963; R.C.M. 1947, 15-2108.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 2. Organization and Regulation › 35-4-216. Repealed

35-4-216. Repealed.
Sec. 24, Ch. 399, L. 1983.
History: En. Sec. 12, Ch. 161, L. 1963; R.C.M. 1947, 15-2110.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 3. Shares and Shareholders › 35-4-301. Issuance and transfer of shares

35-4-301. Issuance and transfer of shares.
(1) Except as provided in 37-50-330, a professional corporation may issue shares, fractional shares, and rights or options to purchase shares only to:
(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 incorporation of the corporation;
(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 incorporation of the corporation; and
(c) professional corporations, domestic or foreign, authorized by law in this state to render a professional service permitted by the articles of incorporation of the corporation.
(2) The licensing authority may by rule further restrict or condition the issuance of shares in order to preserve ethical standards, but the rule may not cause a person holding shares at the time the rule becomes effective to become a disqualified person.
(3) A shareholder of a professional corporation may transfer or pledge shares, fractional shares, and rights or options to purchase shares of the corporation only to natural persons, general partnerships, and professional corporations qualified to hold shares issued directly to them by the corporation. This subsection does not prohibit the transfer of shares of a professional corporation by operation of law or court decree.
(4) Each certificate representing shares of a professional corporation must state conspicuously upon its face that the shares are subject to restrictions on transfer imposed by this chapter and to restrictions on transfer imposed by the licensing authority pursuant to this chapter.
(5) Any issuance or transfer of shares in violation of this section or a rule promulgated under this section is void.
History: En. Sec. 14, Ch. 399, L. 1983; amd. Sec. 1, Ch. 99, L. 2013.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 3. Shares and Shareholders › 35-4-302. Corporation's right to acquire its own shares

35-4-302. Corporation's right to acquire its own shares.
A professional corporation may purchase its own shares from a disqualified person without regard to the availability of capital or surplus for such purchase; however, no purchase of or payment for its own shares may be made at a time when the corporation is insolvent or if purchase or payment would make it insolvent.
History: En. Sec. 15, Ch. 399, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 3. Shares and Shareholders › 35-4-303. Proxies and voting trusts

35-4-303. Proxies and voting trusts.
No proxy for shares of a professional corporation is valid unless given to a qualified person. A voting trust for shares of a professional corporation is invalid unless all trustees and beneficiaries are qualified persons, except that a voting trust is valid for 10 months after the death of a deceased beneficiary or for 5 months after a beneficiary has become a disqualified person.
History: En. Sec. 18, Ch. 399, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 3. Shares and Shareholders › 35-4-312. Amendment of articles of incorporation by personal representative of sole shareholder's estate

35-4-312. Amendment of articles of incorporation by personal representative of sole shareholder's estate.
A personal representative, guardian, conservator, or receiver of the estate of a shareholder of a professional corporation who holds all of the outstanding shares of the corporation may amend the articles of incorporation by signing a written consent to amendment. The articles of amendment must be executed in duplicate by the personal representative, guardian, conservator, or receiver and by the secretary or assistant secretary of the corporation, verified by one of the persons signing the articles, and must set forth:
(1) the name of the corporation;
(2) the amendments adopted;
(3) the date of adoption of the amendments; and
(4) the number of shares outstanding.
History: En. Sec. 17, Ch. 399, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 4. Operation › 35-4-401. General powers

35-4-401. General powers.
(1) A professional corporation has the powers enumerated in the Montana Business Corporation Act, except that it may be a promoter, general partner, member, associate, or manager only of a partnership, joint venture, trust, or other enterprise engaged only in rendering professional services or carrying on business permitted by the articles of incorporation of the professional corporation.
(2) A professional corporation may invest its funds in real estate, mortgages, stocks, bonds, or any other type of investment.
History: En. Sec. 8, Ch. 399, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 4. Operation › 35-4-402. Prohibited activities

35-4-402. Prohibited activities.
A professional corporation may not engage in any profession or business other than the profession or professions and business permitted by its articles of incorporation.
History: En. Sec. 7, Ch. 399, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 4. Operation › 35-4-403. Rendering services

35-4-403. Rendering services.
A professional corporation, domestic or foreign, may render professional services in this state only through natural persons permitted to render the services in this state. However, nothing in this chapter requires any person employed by a professional corporation 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 an individual capacity, even if the person is a shareholder, director, officer, employee, or agent of a professional corporation, domestic or foreign.
History: En. Sec. 9, Ch. 399, L. 1983; amd. Sec. 1293, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 4. Operation › 35-4-404. Responsibility for services

35-4-404. Responsibility for services.
(1) An individual who renders professional services as an employee of a domestic or foreign professional corporation 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. An employee of a professional corporation is not liable for the conduct of other employees unless the employee is at fault in appointing, supervising, or cooperating with them.
(2) A domestic or foreign professional corporation whose employee performs professional services within the scope of the employee's employment or apparent authority to act for the corporation is liable to the same extent as that employee.
(3) Except as otherwise provided by statute, the personal liability of a shareholder of a domestic or foreign professional corporation is no greater in any respect than that of a shareholder of a corporation organized under the Montana Business Corporation Act.
History: En. Sec. 10, Ch. 399, L. 1983; amd. Sec. 1294, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 4. Operation › 35-4-405. Relationship to clients or patients -- privileged communications

35-4-405. Relationship to clients or patients -- privileged communications.
(1) The relationship between an individual performing professional services as an employee of a professional corporation, domestic or foreign, and a client or patient is the same as if the individual performed such services as a sole practitioner.
(2) The relationship between a professional corporation, domestic or foreign, 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 professional corporation, domestic or foreign, and its employees.
History: En. Sec. 11, Ch. 399, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 4. Operation › 35-4-411. Admission of foreign professional corporations -- application -- revocation

35-4-411. Admission of foreign professional corporations -- application -- revocation.
(1) A foreign professional corporation is entitled to a certificate of authority to transact business in this state only if:
(a) the name of the corporation meets the requirements of 35-4-206;
(b) the corporation is organized only for purposes for which a professional corporation may be organized under this chapter; and
(c) all the shareholders, not less than one-half the directors, and all the officers other than the secretary and treasurer of the corporation are qualified persons with respect to the corporation.
(2) A foreign professional corporation is not required to obtain a certificate of authority to transact business in this state unless it maintains an office in this state for the conduct of business or professional practice.
(3) The application for a certificate of authority must include a statement that all the shareholders, not less than one-half the directors, and all the officers other than the secretary and treasurer are licensed in at least one state or territory or the District of Columbia to render a professional service described in the statement of purposes of the corporation.
(4) The certificate of authority may be revoked by the secretary of state if the corporation fails to comply with any provision of this chapter. The licensing authority shall certify to the secretary of state, from time to time, the names of all foreign professional corporations that have given cause for revocation, together with the facts pertinent to the cause, and shall concurrently mail to each corporation through its registered agent a notice that the certification has been made. A certificate of authority of a foreign professional corporation may not be revoked unless there has been both 60 days' notice of intent to revoke and a failure to correct the noncompliance during the 60 days.
History: En. Sec. 22, Ch. 399, L. 1983; amd. Sec. 55, Ch. 240, L. 2007.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 5. Reorganization and Dissolution › 35-4-501. Merger and consolidation

35-4-501. Merger and consolidation.
A professional corporation may merge or consolidate with another corporation, domestic or foreign, only if every shareholder of each corporation is qualified to be a shareholder of the surviving or new corporation. If the surviving or new corporation will render professional services in this state, it shall comply with this chapter.
History: En. Sec. 19, Ch. 399, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 5. Reorganization and Dissolution › 35-4-502. Termination of all professional services

35-4-502. Termination of all professional services.
If a professional corporation ceases to render professional services, it shall amend its articles of incorporation to delete from its stated purposes the rendering of professional services and to conform its corporate name to the requirements of the Montana Business Corporation Act. The corporation may then continue in existence as a corporation under the Montana Business Corporation Act and is no longer subject to this chapter.
History: En. Sec. 20, Ch. 399, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 4. Montana Professional Corporation Act › Part 5. Reorganization and Dissolution › 35-4-503. Involuntary dissolution

35-4-503. Involuntary dissolution.
A professional corporation may be dissolved involuntarily as provided in 35-14-1420 through 35-14-1423.
History: En. Sec. 21, Ch. 399, L. 1983; amd. Sec. 245, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 5. Business Trusts › Part 1. General › 35-5-101. Definition of business trust

35-5-101. Definition of business trust.
In this chapter, unless the context otherwise requires, "business trust" means an unincorporated association or trust of the type which at common law was known as a "business trust" or "Massachusetts trust", created by an instrument under which property is held and managed by trustees for the benefit and profit of such persons as are or may become the holders of transferable certificates evidencing beneficial interests in the trust estate.
History: En. Sec. 1, Ch. 277, L. 1967; R.C.M. 1947, 15-2501.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 5. Business Trusts › Part 1. General › 35-5-102. Classification of business trusts

35-5-102. Classification of business trusts.
Business trusts shall be either domestic or foreign. A domestic business trust is a business trust organized under the laws of this state. A foreign business trust includes every other business trust.
History: En. Sec. 2, Ch. 277, L. 1967; R.C.M. 1947, 15-2502.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 5. Business Trusts › Part 1. General › 35-5-103. Applicability of general corporate law

35-5-103. Applicability of general corporate law.
Any business trust shall be subject to such applicable provisions of law from time to time in effect with respect to domestic and foreign corporations, respectively. These shall include without limitation such applicable provisions of law as relate to the issuance of securities, filing of required statements and reports, service of process, general grants of power to act, withdrawal, right to sue and be sued, limitation of individual liability of shareholders, and rights to acquire, mortgage, sell, lease, operate, and otherwise deal in or with real property.
History: En. Sec. 8, Ch. 277, L. 1967; R.C.M. 1947, 15-2508.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 5. Business Trusts › Part 1. General › 35-5-104. Business trust authorized as form of association

35-5-104. Business trust authorized as form of association.
A business trust is permitted as a recognized form of association for the conduct of business within this state.
History: En. Sec. 3, Ch. 277, L. 1967; R.C.M. 1947, 15-2503.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 5. Business Trusts › Part 2. Formation and Operation › 35-5-201. Creating instrument -- filing -- consent of foreign business trust to laws and service of process

35-5-201. Creating instrument -- filing -- consent of foreign business trust to laws and service of process.
(1) Any business trust seeking to transact business in this state shall file with the secretary of state:
(a) an executed copy of its articles, declarations of trust, or trust agreement by which the trust was created and all amendments or a true copy certified by a trustee of the trust before an official authorized to administer oaths or by a public official of another state, territory, tribe, or country in whose office an executed copy is on file. The true copy must be verified within 60 days before it is filed with the secretary of state.
(b) a verified list of the names, residences, and post-office addresses of its trustees;
(c) an affidavit setting forth its assumed business name, if any.
(2) A foreign business trust shall file a verified application in the office of the secretary of state as provided in the case of foreign corporations under 35-14-1503 and shall file a copy of its articles, declaration of trust, or trust agreement by which it was created, certified by the secretary of state, in the office of the county clerk of the county where its principal office or place of business in this state will be located. The foreign business trust shall also file, at the same time and in the same office, a certificate certifying that it has consented to all the license laws and other laws of the state of Montana relative to foreign corporations and has consented to be sued in the courts of this state, upon all causes of action arising against it in this state and that service of process may be made upon some person, a citizen of this state whose principal place of business is designated in the certificate. Service of process, when made upon the agent, is valid service on the business trust.
History: En. Sec. 4, Ch. 277, L. 1967; amd. Sec. 13, Ch. 62, L. 1977; R.C.M. 1947, 15-2504(1), (2); amd. Sec. 194, Ch. 368, L. 1991; amd. Sec. 17, Ch. 280, L. 2015; amd. Sec. 246, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 5. Business Trusts › Part 2. Formation and Operation › 35-5-202. Issuance of certificate or license -- effect

35-5-202. Issuance of certificate or license -- effect.
Whenever a business trust has complied with the filing requirements as provided in 35-5-201, the secretary of state shall issue to a domestic business trust a certificate of organization or to a foreign business trust a license to do business in this state, and the business trust may thereupon commence business.
History: En. Sec. 4, Ch. 277, L. 1967; amd. Sec. 13, Ch. 62, L. 1977; R.C.M. 1947, 15-2504(3).
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 5. Business Trusts › Part 2. Formation and Operation › 35-5-203. Amendment to creating instrument -- filing

35-5-203. Amendment to creating instrument -- filing.
The articles, declaration of trust, or trust agreement by which any business trust was created may be amended in the manner specified therein or in such manner as is valid under the law applicable to such business trust, provided that no such amendment shall be legally effective in this state until a copy thereof, certified as provided in 35-5-201(1)(a), has been filed with the secretary of state of Montana and a copy thereof, certified by the secretary of state, has been filed in the office of the county clerk and recorder in the county where the principal place of business of the trust is located.
History: En. Sec. 5, Ch. 277, L. 1967; R.C.M. 1947, 15-2505.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 5. Business Trusts › Part 2. Formation and Operation › 35-5-204. Powers of business trust to be specified in instrument -- binding effect of instrument

35-5-204. Powers of business trust to be specified in instrument -- binding effect of instrument.
(1) Subject to the provisions of 35-5-205, the powers and authority of any business trust authorized under this chapter to transact business in this state shall be as specified in the instrument by which it was created, as amended, which instrument shall be construed and interpreted in accordance with the law applicable to such business trust, provided that no business trust shall engage in any activity in this state which would violate the public policy of this state or engage in any business in this state which private corporations for profit organized under the laws of this state may not legally transact.
(2) Subject to the limitations on power and authority as provided in subsection (1) of this section, any person dealing with a business trust authorized under this chapter to transact business in this state shall be bound by the terms and conditions of the instrument by which the business trust was created and by any amendments thereto which have been filed and recorded in compliance with 35-5-203.
History: En. Sec. 6, Ch. 277, L. 1967; R.C.M. 1947, 15-2506.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 5. Business Trusts › Part 2. Formation and Operation › 35-5-205. Taxes and fees

35-5-205. Taxes and fees.
Any business trust created under this chapter or entering this state pursuant to this chapter shall pay the taxes and fees imposed by the laws, ordinances, and regulations of this state and its counties and municipalities on domestic and foreign corporations. Fees charged by the secretary of state pursuant to this chapter must be set and deposited in accordance with 2-15-405.
History: En. Sec. 7, Ch. 277, L. 1967; R.C.M. 1947, 15-2507; amd. Sec. 20, Ch. 396, L. 2001.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 6. Involuntary Corporate Dissolution › Part 1. Dissolution by Secretary of State › 35-6-101. Applicability to corporations presently in default

35-6-101. Applicability to corporations presently in default.
(1) The secretary of state may initiate procedures consistent with this chapter to dissolve nonprofit corporations organized under Title 35, chapters 2 and 3.
(2) Administrative dissolution of corporations organized under Title 35, chapters 4 and 9 or chapter 14, is governed by 35-14-1420 through 35-14-1423.
(3) As used in 35-6-103 and 35-6-104, "defaulting corporation" does not include a corporation organized under Title 35, chapters 4 and 9 or chapter 14.
History: En. 15-2706 by Sec. 6, Ch. 455, L. 1977; R.C.M. 1947, 15-2706; amd. Sec. 247, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 6. Involuntary Corporate Dissolution › Part 1. Dissolution by Secretary of State › 35-6-102. Involuntary dissolution -- grounds

35-6-102. Involuntary dissolution -- grounds.
(1) Any domestic corporation organized under Title 35, chapters 2 and 3, may be dissolved involuntarily by order of the secretary of state when:
(a) the corporation has failed to file its annual report within the time required by law or failed to remit any fees required by law;
(b) the corporation procured its certificate of incorporation through fraud;
(c) the corporation has exceeded or abused the authority conferred upon it by law and the excesses or abuses have continued after a written notice specifying the manner in which the corporation has exceeded or abused the authority has been received by the registered agent of the corporation from the secretary of state;
(d) the corporation has failed for 60 days to appoint and maintain a registered agent in this state; or
(e) the corporation has failed for 60 days after change of its registered agent to file in the office of the secretary of state a statement of the change.
(2) If dissolution is sought under subsection (1)(b) or (1)(c), the secretary of state may dissolve the corporation only when that fact is established by an order of the district court. In addition to other persons authorized by law, the secretary of state or the attorney general may maintain an action in the district court to implement the provisions of this section.
History: En. Sec. 87, Ch. 300, L. 1967; Sec. 15-2287, R.C.M. 1947; amd. and redes. 15-2701 by Sec. 1, Ch. 455, L. 1977; R.C.M. 1947, 15-2701; amd. Sec. 56, Ch. 240, L. 2007; amd. Sec. 248, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 6. Involuntary Corporate Dissolution › Part 1. Dissolution by Secretary of State › 35-6-103. Defaulting corporations -- penalties and forfeitures

35-6-103. Defaulting corporations -- penalties and forfeitures.
A corporation which is guilty of any of the actions or omissions described in 35-6-102(1) is in default. The defaulting corporation may, by reason of such default, be dissolved involuntarily by an order of the secretary of state in accordance with the provisions of this chapter and thereby forfeit its right to transact any business within the state.
History: En. 15-2702 by Sec. 2, Ch. 455, L. 1977; R.C.M. 1947, 15-2702.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 6. Involuntary Corporate Dissolution › Part 1. Dissolution by Secretary of State › 35-6-104. Involuntary dissolution -- procedure

35-6-104. Involuntary dissolution -- procedure.
(1) On or before September 1 of each year, the secretary of state shall compile a list of defaulting corporations, together with the amount of any filing fee, penalty, or costs remaining unpaid.
(2) The secretary of state shall give notice to the defaulting corporations by:
(a) delivering a letter addressed to the corporation in care of its registered agent or any director or officer; or
(b) publication of a general notice to all Montana corporations once a month for 3 consecutive months in a newspaper of general circulation in Lewis and Clark County.
(3) The notice referred to in subsection (2) shall specify the fact of the proposed dissolution and state that unless the grounds for dissolution described in 35-6-102 have been rectified within 90 days following the delivery or publication of notice:
(a) the secretary of state will dissolve defaulting corporations;
(b) defaulting corporations will forfeit the amount of any tax, penalty, or costs to the state of Montana; and
(c) defaulting corporations will forfeit their rights to carry on business within the state.
(4) After 90 days following delivery or publication of each notice, the secretary of state may, by order, dissolve all corporations which have not satisfied the requirements of applicable law and compile a full and complete list containing the names of all corporations that have been so dissolved. The secretary of state shall immediately give notice to the dissolved corporation as specified in subsection (2).
(5) In the case of involuntary dissolution, all the property and assets of the dissolved corporation must be held in trust by the directors of the corporation and 35-2-729 is applicable to liquidate the property and assets if necessary.
History: En. 15-2703 by Sec. 3, Ch. 455, L. 1977; R.C.M. 1947, 15-2703; amd. Sec. 4, Ch. 78, L. 1979; amd. Secs. 183, 195, Ch. 368, L. 1991; amd. Sec. 171, Ch. 411, L. 1991; amd. Sec. 6, Ch. 23, L. 2017; amd. Sec. 249, Ch. 271, L. 2019.