reglab/statecodes huggingface dataset:
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 9. Montana Close Corporation Act › Part 5. Shareholder Protection › 35-9-501. Court action to protect shareholders

35-9-501. Court action to protect shareholders.
(1) Subject to satisfying the conditions of subsections (3) and (4), a shareholder of a statutory close corporation may petition the district court for any of the relief described in 35-9-502 through 35-9-504 if:
(a) the directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent, or unfairly prejudicial to the petitioner, whether in the petitioner's capacity as shareholder, director, or officer of the corporation;
(b) the directors or those in control of the corporation are deadlocked in the management of the corporation's affairs, the shareholders are unable to break the deadlock, and the corporation is suffering or will suffer irreparable injury or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally because of the deadlock; or
(c) there exists one or more grounds for judicial dissolution of the corporation under 35-14-1430.
(2) A shareholder shall commence a proceeding under subsection (1) 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. The jurisdiction of the court in which the proceeding is commenced is plenary and exclusive.
(3) If a shareholder has agreed in writing to pursue a nonjudicial remedy to resolve disputed matters, the shareholder may not commence a proceeding under this section with respect to the matters until the shareholder has exhausted the nonjudicial remedy.
(4) If a shareholder has appraisal rights under this chapter or Title 35, chapter 14, part 13, with respect to proposed corporate actions, the shareholder shall commence a proceeding under this section before the shareholder is required to give notice of the intent to demand payment under Title 35, chapter 14, part 13, or the proceeding is barred.
(5) Except as provided in subsections (3) and (4), a shareholder's right to commence a proceeding under this section and the remedies available under 35-9-502 through 35-9-504 are in addition to any other right or remedy the shareholder may have.
History: En. Sec. 22, Ch. 432, L. 1987; amd. Sec. 204, Ch. 368, L. 1991; amd. Sec. 65, Ch. 240, L. 2007; amd. Sec. 260, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 9. Montana Close Corporation Act › Part 5. Shareholder Protection › 35-9-502. Ordinary relief

35-9-502. Ordinary relief.
(1) If the court finds that one or more of the grounds for relief described in 35-9-501(1) exist, it may order one or more of the following types of relief:
(a) the performance, prohibition, alteration, or setting aside of any action of the corporation or of its shareholders, directors, or officers or any other party to the proceeding;
(b) the cancellation or alteration of any provision in the corporation's articles of incorporation or bylaws;
(c) the removal from office of any director or officer;
(d) the appointment of any individual as a director or officer;
(e) an accounting with respect to any matter in dispute;
(f) the appointment of a custodian to manage the business and affairs of the corporation;
(g) the appointment of a provisional director who has all the rights, powers, and duties of a duly elected director to serve for the term and under the conditions prescribed by the court;
(h) the payment of dividends;
(i) the award of damages to any aggrieved party.
(2) If the court finds that a party to the proceeding acted arbitrarily, vexatiously, or otherwise not in good faith, it may award one or more other parties their reasonable expenses, including counsel fees and the expenses of appraisers or other experts, incurred in the proceeding.
History: En. Sec. 23, Ch. 432, L. 1987.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 9. Montana Close Corporation Act › Part 5. Shareholder Protection › 35-9-503. Extraordinary relief -- share purchase

35-9-503. Extraordinary relief -- share purchase.
(1) If the court finds that the ordinary relief described in 35-9-502(1) is or would be inadequate or inappropriate, it may order the corporation dissolved under 35-9-504 unless the corporation or one or more of its shareholders purchases all the shares of the shareholder for their fair value and on terms determined under subsection (2).
(2) If the court orders a share purchase, it shall:
(a) determine the fair value of the shares, considering among other relevant evidence:
(i) the going concern value of the corporation;
(ii) any agreement among some or all of the shareholders fixing the price or specifying a formula for determining share value for any purpose;
(iii) the recommendations of appraisers, if any, appointed by the court; and
(iv) any legal constraints on the corporation's ability to purchase the shares;
(b) specify the terms of the purchase, including if appropriate:
(i) terms for installment payments;
(ii) subordination of the purchase obligation to the rights of the corporation's other creditors;
(iii) security for a deferred purchase price; and
(iv) a covenant not to compete or other restriction on the seller;
(c) require the seller to deliver all the seller's shares to the purchaser upon receipt of the purchase price or the first installment of the purchase price;
(d) provide that after the seller delivers the shares, the seller has no further claim against the corporation or its directors, officers, or shareholders other than a claim to any unpaid balance of the purchase price and a claim under any agreement with the corporation or the remaining shareholders that is not terminated by the court; and
(e) provide that if the purchase is not completed in accordance with the specified terms, the corporation is to be dissolved under 35-9-504.
(3) After the purchase order is entered, any party may petition the court to modify the terms of the 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 is dissolved because the share purchase was not completed in accordance with the court's order, the selling shareholder has the same rights and priorities in the corporation's assets as if the sale had not been ordered.
History: En. Sec. 24, Ch. 432, L. 1987; amd. Sec. 1301, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 9. Montana Close Corporation Act › Part 5. Shareholder Protection › 35-9-504. Extraordinary relief -- dissolution

35-9-504. Extraordinary relief -- dissolution.
(1) The court may dissolve the corporation if it finds:
(a) one or more grounds for judicial dissolution under 35-14-1430; or
(b) all other relief ordered by the court under 35-9-502 or 35-9-503 has failed to resolve the matters in dispute.
(2) In determining whether to dissolve the corporation, the court shall consider among other relevant evidence the financial condition of the corporation but may not refuse to dissolve solely because the corporation has accumulated earnings or current operating profits.
History: En. Sec. 25, Ch. 432, L. 1987; amd. Sec. 205, Ch. 368, L. 1991; amd. Sec. 261, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 1. Preliminary Provisions › 35-10-101. Short title

35-10-101. Short title.
This chapter may be cited as the "Uniform Partnership Act".
History: En. Sec. 1, Ch. 251, L. 1947; R.C.M. 1947, 63-101.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 1. Preliminary Provisions › 35-10-102. Definitions

35-10-102. Definitions.
In this chapter, the following definitions apply:
(1) "Business" includes every trade, occupation, or profession.
(2) "Debtor in bankruptcy" means a person who is the subject of:
(a) an order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or
(b) a comparable order under state law governing insolvency.
(3) "Distribution" means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee.
(4) "Limited liability partnership" means a partnership registered under 35-10-701 and includes both domestic and foreign limited liability partnerships.
(5) (a) "Partnership" means an association of two or more persons to carry on as co-owners a business for profit formed under 35-10-202, a predecessor law, or a comparable law of another jurisdiction.
(b) The term includes but is not limited to a limited liability partnership for all purposes of the laws of this state and all licensing laws, whether for professionals or otherwise.
(6) "Partnership agreement" means an agreement, written or oral, among the partners concerning the partnership.
(7) "Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.
(8) "Person" means:
(a) an individual;
(b) a corporation;
(c) a business trust;
(d) an estate;
(e) a trust;
(f) a partnership;
(g) an association;
(h) a joint venture;
(i) a government;
(j) a governmental subdivision, agency, or instrumentality; or
(k) any other legal or commercial entity.
(9) "Property" means all property, real, personal, or mixed, tangible or intangible, or any interest therein.
(10) "State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States.
(11) "Statement" means a statement of partnership authority under 35-10-310, a statement of denial under 35-10-311, a statement of dissociation under 35-10-622, a statement of dissolution under 35-10-627, a statement of merger under 35-10-643, an application for registration of assumed business name or a renewal of registration, or an amendment, cancellation, or withdrawal of the foregoing.
(12) "Transfer" includes an assignment, conveyance, lease, mortgage, deed, and encumbrance.
History: En. Sec. 2, Ch. 251, L. 1947; R.C.M. 1947, 63-102; amd. Sec. 1, Ch. 238, L. 1993; amd. Sec. 7, Ch. 449, L. 1995; amd. Sec. 20, Ch. 26, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 1. Preliminary Provisions › 35-10-103. Knowledge and notice

35-10-103. Knowledge and notice.
(1) A person knows a fact if the person has knowledge of it.
(2) A person has notice of a fact if the person:
(a) knows of it;
(b) has received a notification of it; or
(c) has reason to know it exists from all of the facts known to that person at the time in question.
(3) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in the ordinary course of business, whether or not the other person learns of it.
(4) A person receives notification when it:
(a) comes to the person's attention; or
(b) is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.
(5) Except as provided in subsection (6), a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if the person maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
(6) A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership but is not effective as such if the partner committed or consented to a fraud on the partnership.
History: En. Sec. 3, Ch. 251, L. 1947; R.C.M. 1947, 63-103; amd. Sec. 2, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 1. Preliminary Provisions › 35-10-104. Uniformity of application and construction

35-10-104. Uniformity of application and construction.
This chapter must be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
History: En. Sec. 4, Ch. 251, L. 1947; R.C.M. 1947, 63-104; amd. Sec. 3, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 1. Preliminary Provisions › 35-10-105. Supplemental principles of law

35-10-105. Supplemental principles of law.
(1) Unless displaced by a particular provision of this chapter, the principles of law and equity supplement this chapter.
(2) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in 31-1-106.
History: En. Sec. 5, Ch. 251, L. 1947; R.C.M. 1947, 63-105; amd. Sec. 5, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 1. Preliminary Provisions › 35-10-106. Effect of partnership agreement -- nonwaivable provisions

35-10-106. Effect of partnership agreement -- nonwaivable provisions.
(1) Except as provided in subsection (2), a partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.
(2) A partnership agreement may not:
(a) vary the rights and duties under 35-10-111 except to eliminate the duty to provide copies of statements to all of the partners;
(b) unreasonably restrict a partner's right of access to books and records under 35-10-402(2);
(c) eliminate the duty of loyalty under 35-10-405(3);
(d) unreasonably reduce the duty of care under 35-10-405(4);
(e) eliminate the obligation of good faith and fair dealing under 35-10-405(5);
(f) vary the power to withdraw as a partner under 35-10-616(1), except to require the notice to be in writing;
(g) vary the right to expulsion of a partner by a court in the events specified in 35-10-616(5);
(h) vary the requirement to wind up the partnership business in cases specified in 35-10-624(4), (5), or (6); or
(i) restrict rights of third parties under this chapter.
History: En. Sec. 4, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 1. Preliminary Provisions › 35-10-111. Execution, filing, and recording of statements

35-10-111. Execution, filing, and recording of statements.
(1) A statement may be filed in the office of the secretary of state. A certified copy of a statement that is filed in an office in another state may be filed in the office of the secretary of state. Either filing has the effect provided in this chapter with respect to partnership property located in or transactions that occur in this state.
(2) A certified copy of a statement that has been filed in the office of the secretary of state and recorded in the office for recording transfers of real property has the effect provided for recorded statements in this chapter. A recorded statement that is not a certified copy of a statement in the office of the secretary of state does not have the effect provided for recorded statements in this chapter.
(3) A statement filed by a partnership must be executed by at least two partners. Other statements must be executed by a partner or other person authorized by this chapter. The statement must be in the English language. An individual who executes a statement as or on behalf of a partner or other person named as a partner in a statement shall state beneath or opposite the person's signature the person's name and the capacity in which the person signs. The execution of any document required to be filed with the secretary of state under this chapter constitutes an affirmation under penalties of false swearing by each person executing the document that the facts stated are true.
(4) A person authorized by this chapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation.
(5) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.
(6) The secretary of state shall establish by rule fees for filing statements, issuing certificates, copying statements, priority handling, transmitting or filing facsimile copies, and providing computer-generated information. The fees must be reasonably related to the costs of processing the statements and providing the services. The secretary of state shall maintain records sufficient to support the fees established under this section. The secretary of state may adopt rules necessary to perform any duty required of the secretary of state by this chapter.
History: En. Sec. 6, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 1. Preliminary Provisions › 35-10-112. Facsimile filing -- requirements -- liability

35-10-112. Facsimile filing -- requirements -- liability.
(1) The secretary of state shall treat a facsimile copy of a document that is required or permitted to be filed under this chapter and the signatures on the facsimile copy in the same manner as an original for purposes of this chapter. If all other requirements are met, the date of filing relates back to the date of receipt of the facsimile copy.
(2) A person who files a false document by facsimile copy is liable to an aggrieved party for three times the amount of damages resulting from the filing of the false document.
History: En. Sec. 7, Ch. 238, L. 1993; amd. Sec. 8, Ch. 290, L. 1997.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 1. Preliminary Provisions › 35-10-113. Filing with secretary of state

35-10-113. Filing with secretary of state.
(1) A signed statement filed pursuant to this chapter must be delivered to the secretary of state. If the secretary of state determines that the statement conforms to the filing provisions of this chapter and all required filing fees have been paid, the secretary of state shall:
(a) endorse on the signed statement the word "filed" and the date and time of acceptance for filing;
(b) retain the signed statement in the secretary of state's files; and
(c) send a certification letter to the person who filed the statement or the person's representative.
(2) The secretary of state may by rule prescribe and furnish forms or computer formats for any statement to be filed with the secretary of state under this chapter. If the secretary of state requires it, the use of any forms or formats is mandatory.
(3) All partnerships filing statements pursuant to this chapter shall first register the business name as an assumed business name pursuant to Title 30, chapter 13, part 2.
History: En. Sec. 8, Ch. 238, L. 1993; amd. Sec. 12, Ch. 71, L. 2005.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 1. Preliminary Provisions › 35-10-116. Law governing internal affairs

35-10-116. Law governing internal affairs.
Except as provided in 35-10-710, the law of the state in which a partnership has its chief executive office governs the partnership's internal affairs.
History: En. Sec. 9, Ch. 238, L. 1993; amd. Sec. 8, Ch. 449, L. 1995.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 1. Preliminary Provisions › 35-10-117. Partnership subject to amendment of repeal of chapter

35-10-117. Partnership subject to amendment of repeal of chapter.
A partnership governed by this chapter is subject to any amendment or repeal of this chapter.
History: En. Sec. 10, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 2. Nature of Partnership › 35-10-201. Partnership as entity

35-10-201. Partnership as entity.
A partnership is an entity.
History: En. Sec. 6, Ch. 251, L. 1947; R.C.M. 1947, 63-106; amd. Sec. 11, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 2. Nature of Partnership › 35-10-202. Creation of partnership

35-10-202. Creation of partnership.
(1) Except as provided in subsection (2), the association of two or more persons to carry on as co-owners a business for profit creates a partnership, whether or not the persons intend to create a partnership.
(2) An association created under a statute other than this chapter, a predecessor law, or a comparable law of another jurisdiction is not a partnership.
(3) In determining whether a partnership is created, the following rules apply:
(a) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership even if the co-owners share profits made by the use of the property.
(b) The sharing of gross returns does not by itself establish a partnership even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.
(c) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:
(i) of a debt by installments or otherwise;
(ii) for services as an independent contractor or of wages or other compensation to an employee;
(iii) of rent;
(iv) of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner;
(v) of interest or of another charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral or rights to income, proceeds, or increase in value derived from the collateral; or
(vi) for the sale of the goodwill of a business or other property by installments or otherwise.
(4) Except as provided by 35-10-308, persons who are not partners as to each other are not partners as to other persons.
(5) A partnership created under this chapter is a general partnership, and the partners are general partners of the partnership.
History: En. Sec. 7, Ch. 251, L. 1947; amd. Sec. 28, Ch. 535, L. 1975; R.C.M. 1947, 63-107; amd. Sec. 12, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 2. Nature of Partnership › 35-10-203. Partnership property

35-10-203. Partnership property.
(1) Property transferred to or otherwise acquired by a partnership is property of the partnership and not of the partners individually.
(2) Property is partnership property if acquired in the name of:
(a) the partnership; or
(b) one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.
(3) Property is acquired in the name of the partnership by a transfer to:
(a) the partnership in its name; or
(b) one or more partners in their capacity as partners in the partnership if the name of the partnership is indicated in the instrument transferring title to the property.
(4) Property is presumed to be partnership property if purchased with partnership assets even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.
(5) Property acquired in the name of one or more of the partners without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets is presumed to be separate property even if used for partnership purposes.
History: En. Sec. 8, Ch. 251, L. 1947; R.C.M. 1947, 63-108; amd. Sec. 13, Ch. 238, L. 1993; (2) thru (5)En. Sec. 14, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 3. Relation of Partner and Partnership to Other Persons › 35-10-301. Partner as agent of partnership

35-10-301. Partner as agent of partnership.
Subject to the effect of a statement of partnership authority pursuant to 35-10-310:
(1) each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course of the partnership business or business of the kind carried on by the partnership binds the partnership unless the partner has no authority to act for the partnership in the particular matter and the person with whom the partner is dealing knows or has received a notification that the partner lacks authority.
(2) an act of a partner that is not apparently for carrying on in the ordinary course of the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners.
History: En. Sec. 9, Ch. 251, L. 1947; R.C.M. 1947, 63-201; amd. Sec. 15, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 3. Relation of Partner and Partnership to Other Persons › 35-10-302. Transfer of partnership property

35-10-302. Transfer of partnership property.
(1) Subject to the effect of a statement of partnership authority pursuant to 35-10-310:
(a) partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name;
(b) partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held; and
(c) a partnership may recover property transferred under this subsection if it proves that execution of the instrument of transfer did not bind the partnership under 35-10-301 unless the property was transferred by the initial transferee or a person claiming through the initial transferee to a subsequent transferee who gave value without having notice that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
(2) Partnership property held in the name of one or more persons other than the partnership without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership may be transferred free of any claims of the partnership or the partners by the persons in whose name the property is held to a transferee who gives value without having notice that it is partnership property.
(3) If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
History: En. Sec. 10, Ch. 251, L. 1947; R.C.M. 1947, 63-202; amd. Sec. 16, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 3. Relation of Partner and Partnership to Other Persons › 35-10-303. Repealed

35-10-303. Repealed.
Sec. 60, Ch. 238, L. 1993.
History: En. Sec. 11, Ch. 251, L. 1947; R.C.M. 1947, 63-203.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 3. Relation of Partner and Partnership to Other Persons › 35-10-304. Repealed

35-10-304. Repealed.
Sec. 60, Ch. 238, L. 1993.
History: En. Sec. 12, Ch. 251, L. 1947; R.C.M. 1947, 63-204.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 3. Relation of Partner and Partnership to Other Persons › 35-10-305. Partnership liable for partner's actionable conduct

35-10-305. Partnership liable for partner's actionable conduct.
(1) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission or other actionable conduct of a partner acting in the ordinary course of business of the partnership or with the authority of the partnership.
(2) If, in the course of its business, a partnership receives money or property of a person not a partner and that money or property is misapplied by a partner while it is in the custody of the partnership, the partnership is liable for the loss.
History: En. Sec. 13, Ch. 251, L. 1947; R.C.M. 1947, 63-205; amd. Sec. 19, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 3. Relation of Partner and Partnership to Other Persons › 35-10-306. Repealed

35-10-306. Repealed.
Sec. 60, Ch. 238, L. 1993.
History: En. Sec. 14, Ch. 251, L. 1947; R.C.M. 1947, 63-206.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 3. Relation of Partner and Partnership to Other Persons › 35-10-307. Partner's liability

35-10-307. Partner's liability.
(1) Except as provided in subsection (2), all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.
(2) Except as provided in subsections (3) and (4), a partner of a limited liability partnership is not liable, directly or indirectly, including by way of indemnification, contribution, assessment, or otherwise, for:
(a) any debts, obligations, or liabilities of or chargeable to the limited liability partnership or another partner of the limited liability partnership, whether arising in tort, contract, or otherwise; or
(b) the acts or omissions of any other partner or agents, contractors, or employees of the limited liability partnership if the debts, obligations, or liabilities arise or are incurred while the limited liability partnership is registered under 35-10-701.
(3) Subsection (2) does not affect the liability of a partner in a limited liability partnership for the partner's own negligence, wrongful act, or misconduct, including without limitation an act under 35-10-628(2), or that of any person under the partner's direct supervision and control.
(4) Subsection (2) does not affect or impair the ability of a partner of a limited liability partnership to act as a guarantor or surety for, provide collateral for, or otherwise agree to be primarily or contingently liable for the debts, obligations, or liabilities of a limited liability partnership.
(5) Subsection (2) does not affect the liability of a limited liability partnership for partnership debts, obligations, or liabilities to the extent of partnership assets.
(6) Unless the partner is personally liable under this section, a partner in a limited liability partnership is not a proper party to a proceeding by or against a limited liability partnership to recover any debts, obligations, or liabilities of or chargeable to the limited liability partnership.
History: En. Sec. 15, Ch. 251, L. 1947; R.C.M. 1947, 63-207; amd. Sec. 20, Ch. 238, L. 1993; amd. Sec. 9, Ch. 449, L. 1995.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 3. Relation of Partner and Partnership to Other Persons › 35-10-308. Purported partner

35-10-308. Purported partner.
(1) If a person, by words or conduct, purports to be a partner or consents to being represented by another as a partner in a partnership or with one or more persons who are not partners, the purported partner is liable to a person to whom the representation is made:
(a) if that person, relying on the representation, enters into a transaction with the actual or purported partnership; and
(b) the purported partner would have been personally liable for obligations of the partnership under 35-10-307 or 35-10-629 if the purported partner had been a partner.
(2) Subject to subsection (1), if the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable as if the purported partner were a partner. If no partnership liability results, the purported partner is liable jointly and severally with any other person consenting to the representation.
(3) Subject to subsection (1), if a person is represented to be a partner in an existing partnership or with one or more persons who are not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. Subject to subsection (1), if fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable as if the person had actually been a partner.
(4) A person is not a partner in a partnership merely because the person is named by another in a statement of partnership authority.
(5) A person does not continue to be a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner's dissociation from the partnership.
History: En. Sec. 16, Ch. 251, L. 1947; R.C.M. 1947, 63-208; amd. Sec. 22, Ch. 238, L. 1993; amd. Sec. 10, Ch. 449, L. 1995.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 3. Relation of Partner and Partnership to Other Persons › 35-10-309. Liability of incoming partner

35-10-309. Liability of incoming partner.
A person admitted as a partner into a partnership is liable for all obligations of the partnership incurred before the person's admission as if the person were a partner when the obligations were incurred, but the liability may be satisfied only out of partnership property.
History: En. Sec. 17, Ch. 251, L. 1947; R.C.M. 1947, 63-209; amd. Sec. 23, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 3. Relation of Partner and Partnership to Other Persons › 35-10-311. Statement of denial

35-10-311. Statement of denial.
A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to 35-10-310(2) may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority to the extent provided in 35-10-310(4) and (5).
History: En. Sec. 18, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 3. Relation of Partner and Partnership to Other Persons › 35-10-312. Action by and against partnership and partners

35-10-312. Action by and against partnership and partners.
(1) A partnership may sue and be sued in the name of the partnership.
(2) An action may be brought against the partnership and any or all of the partners who are personally liable for obligations of the partnership under 35-10-307 or 35-10-629 in the same action or in separate actions.
(3) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner.
(4) A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless:
(a) the partner is personally liable for the liability of the partnership under 35-10-307 or 35-10-629; and
(b) one of the following conditions is satisfied:
(i) a judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(ii) (A) an involuntary case under Title 11 of the United States Code has been commenced against the partnership and has not been dismissed within 60 days after commencement or the partnership has commenced a voluntary case under Title 11 of the United States Code and the case has not been dismissed; and
(B) Title 11 of the United States Code permits a judgment creditor of a partner to levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership;
(iii) the partner has agreed that the creditor need not exhaust partnership assets;
(iv) a court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution within this state are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or
(v) liability is imposed on the partner by law or contract independent of the existence of the partnership.
(5) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under 35-10-308(1), (2), or (3).
History: En. Sec. 21, Ch. 238, L. 1993; amd. Sec. 11, Ch. 449, L. 1995.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 4. Relation of Partners to Partnership and to One Another › 35-10-401. Partner's rights and duties

35-10-401. Partner's rights and duties.
(1) A partnership shall establish an account for each partner. The partnership shall credit the account with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, that the partner contributes to the partnership and the partner's share of the partnership profits. The partnership shall charge the account with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses. However, the partner is personally liable for the charges only as provided in 35-10-307 and 35-10-629.
(2) A partnership shall credit each partner's account with an equal share of the partnership profits. A partnership shall charge each partner with a share of the partnership losses, whether capital or operating, in proportion to the partner's share of the profits. However, a partner is personally liable for the charges as provided in 35-10-307 and 35-10-629.
(3) A partnership shall indemnify each partner for payments reasonably made and liabilities reasonably incurred by the partner in the ordinary and proper conduct of the business of the partnership or for the preservation of its business or property. However, a partner is not personally liable for the indemnification obligation of the partnership, except to the extent that the partner would be personally liable under 35-10-307 or 35-10-629 for the liabilities incurred by the indemnified partner.
(4) A partnership shall repay a partner who, in aid of the partnership, makes a payment or advance beyond the amount of capital the partner agreed to contribute.
(5) A payment made by a partner that gives rise to a partnership obligation under subsection (3) or (4) constitutes a loan to the partnership. Interest accrues from the date of the payment or advance.
(6) Each partner has equal rights in the management and conduct of the partnership business.
(7) A partner may use or possess partnership property only on behalf of the partnership.
(8) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.
(9) A person may become a partner only with the consent of all the partners.
(10) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all the partners.
(11) This section does not affect the obligations of a partnership to other persons under 35-10-301.
History: En. Sec. 18, Ch. 251, L. 1947; R.C.M. 1947, 63-301; amd. Sec. 24, Ch. 238, L. 1993; amd. Sec. 12, Ch. 449, L. 1995.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 4. Relation of Partners to Partnership and to One Another › 35-10-402. Partner's right to information

35-10-402. Partner's right to information.
(1) A partnership shall keep its books and records, if any, at its chief executive office.
(2) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.
History: En. Sec. 19, Ch. 251, L. 1947; R.C.M. 1947, 63-302; amd. Sec. 26, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 4. Relation of Partners to Partnership and to One Another › 35-10-403. Duty of partners to render information

35-10-403. Duty of partners to render information.
Each partner and the partnership, on demand, shall furnish to a partner and to the legal representative of a deceased partner or of a partner under legal disability, to the extent just and reasonable, complete and accurate information concerning the partnership.
History: En. Sec. 20, Ch. 251, L. 1947; R.C.M. 1947, 63-303; amd. Sec. 27, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 4. Relation of Partners to Partnership and to One Another › 35-10-404. Repealed

35-10-404. Repealed.
Sec. 60, Ch. 238, L. 1993.
History: En. Sec. 22, Ch. 251, L. 1947; R.C.M. 1947, 63-305.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 4. Relation of Partners to Partnership and to One Another › 35-10-405. General standards of partner's conduct

35-10-405. General standards of partner's conduct.
(1) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in this section.
(2) A partner's duty of loyalty to the partnership and the other partners is limited to the following:
(a) to account to the partnership and hold as trustee for it any property, profit, or benefit derived:
(i) by the partner in the conduct and winding up of the partnership business;
(ii) from a use or appropriation by the partner of partnership property; or
(iii) from a use or appropriation of an opportunity without the consent of the other partners;
(b) to refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership without the consent of the other partners; and
(c) to refrain from competing with the partnership in the conduct of partnership business before the dissolution of the partnership without the consent of the other partners.
(3) A partner's duty of loyalty may not be eliminated by agreement, but the partners by agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable.
(4) A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(5) A partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistent with the obligation of good faith and fair dealing. The obligation of good faith and fair dealing may not be eliminated by agreement, but the partners by agreement may determine the standards by which the performance of the obligation is to be measured if the standards are not manifestly unreasonable.
(6) A partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partner's conduct furthers the partner's own interest. A partner may lend money to and transact other business with the partnership. The rights and obligations of a partner who lends money to or transacts business with the partnership are the same as those of a person who is not a partner, subject to other applicable law.
(7) This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.
History: En. Sec. 21, Ch. 251, L. 1947; R.C.M. 1947, 63-304; amd. Sec. 28, Ch. 238, L. 1993.