reglab/statecodes huggingface dataset:
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 6. Formation -- Certificate of Limited Partnership › 35-12-602. Amendments or restatement of certificate

35-12-602. Amendments or restatement of certificate.
(1) In order to amend its certificate of limited partnership, a limited partnership shall deliver to the secretary of state for filing an amendment or, pursuant to Title 35, chapter 12, part 15, articles of merger stating:
(a) the name of the limited partnership;
(b) the date of filing of its initial certificate; and
(c) the changes the amendment makes to the certificate as most recently amended or restated.
(2) A limited partnership shall promptly deliver to the secretary of state for filing an amendment to a certificate of limited partnership to reflect:
(a) the admission of a new general partner;
(b) the dissociation of a person as a general partner; or
(c) the appointment of a person to wind up the limited partnership's activities under 35-12-1205(3) or (4).
(3) A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly:
(a) cause the certificate to be amended; or
(b) if appropriate, deliver to the secretary of state for filing a statement of change pursuant to 35-7-110 or a statement of correction pursuant to 35-12-616.
(4) A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership.
(5) A restated certificate of limited partnership may be delivered to the secretary of state for filing in the same manner as an amendment.
(6) Subject to 35-12-614(3), an amendment or restated certificate is effective when filed by the secretary of state.
History: En. Sec. 12, Ch. 522, L. 1981; amd. Sec. 9, Ch. 268, L. 1997; amd. Sec. 16, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 6. Formation -- Certificate of Limited Partnership › 35-12-603. Statement of cancellation

35-12-603. Statement of cancellation.
(1) A dissolved limited partnership that has completed winding up may deliver to the secretary of state for filing a statement of cancellation that states:
(a) the name of the limited partnership;
(b) the date of filing of its certificate of limited partnership; and
(c) the reason for filing the certificate of cancellation;
(d) any other information determined by the general partners filing the statement or by a person appointed pursuant to 35-12-1205(3) or (4).
(2) Cancellation is effective upon filing with the secretary of state.
History: En. Sec. 13, Ch. 522, L. 1981; amd. Sec. 17, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 6. Formation -- Certificate of Limited Partnership › 35-12-605. Signing and filing pursuant to judicial order

35-12-605. Signing and filing pursuant to judicial order.
(1) If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing does not do so, any other person that is aggrieved may petition the district court to order:
(a) the person to sign the record;
(b) the person to deliver the record to the secretary of state for filing; or
(c) the secretary of state to file the record unsigned.
(2) If the person aggrieved under subsection (1) is not the limited partnership or foreign limited partnership to which the record pertains, the aggrieved person shall make the limited partnership or foreign limited partnership a party to the action. A person aggrieved under subsection (1) may seek the remedies provided in subsection (1) in the same action in combination or in the alternative.
(3) A record filed unsigned pursuant to this section is effective without being signed.
History: En. Sec. 15, Ch. 522, L. 1981; amd. Sec. 11, Ch. 268, L. 1997; amd. Sec. 19, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 6. Formation -- Certificate of Limited Partnership › 35-12-606. Repealed

35-12-606. Repealed.
Sec. 97, Ch. 216, L. 2011.
History: En. Sec. 16, Ch. 522, L. 1981; amd. Sec. 52, Ch. 131, L. 1983; amd. Sec. 12, Ch. 268, L. 1997; amd. Sec. 18, Ch. 75, L. 2003; amd. Sec. 15, Ch. 71, L. 2005.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 6. Formation -- Certificate of Limited Partnership › 35-12-607. Liability for false statement in certificate

35-12-607. Liability for false statement in certificate.
(1) If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains false information, any person that suffers loss by reliance on the information may recover damages for the loss from:
(a) a person that signed the record or caused another to sign it on the person's behalf and knew the information to be false at the time the record was signed; and
(b) a general partner that has notice that the information was false when the record was filed or has become false because of changed circumstances if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment under 35-12-602, file a petition pursuant to 35-12-605, or deliver to the secretary of state for filing a statement of change pursuant to 35-7-108 or a statement of correction pursuant to 35-12-616.
(2) Signing a record authorized or required to be filed under this chapter constitutes an affirmation under the penalties of perjury that the facts stated in the record are true.
History: En. Sec. 17, Ch. 522, L. 1981; amd. Sec. 13, Ch. 268, L. 1997; amd. Sec. 22, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 6. Formation -- Certificate of Limited Partnership › 35-12-608. Repealed

35-12-608. Repealed.
Sec. 97, Ch. 216, L. 2011.
History: En. Sec. 18, Ch. 522, L. 1981; amd. Sec. 14, Ch. 268, L. 1997.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 6. Formation -- Certificate of Limited Partnership › 35-12-609. Repealed

35-12-609. Repealed.
Sec. 97, Ch. 216, L. 2011.
History: En. Sec. 19, Ch. 522, L. 1981.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 6. Formation -- Certificate of Limited Partnership › 35-12-610. Term and renewal of certification

35-12-610. Term and renewal of certification.
(1) Certification of a limited partnership or a certificate of authority of a foreign limited partnership is effective for a term of 5 years from the date of filing or renewal of certification or the date of issuance of a certificate. Upon application for renewal of certification on forms furnished by the secretary of state, the certification may be renewed for another 5-year term.
(2) Not less than 90 days before the expiration date of certification of a limited partnership, the secretary of state shall notify the listed general partner or partners or specified agent of the pending expiration by addressing a notice to the last-known address of the general partner or partners or specified agent.
(3) If the general partner or partners or specified agent fails to file an application for renewal with the secretary of state within a 90-day period prior to the expiration date of the certification, the secretary of state shall cancel the certification.
(4) A registration in force on July 1, 1991, expires 5 years from the date of the filing of certification or on July 1, 1992, whichever is later, if renewal of the certification is not effected in the manner provided for in 35-12-610 through 35-12-613.
(5) A certificate of authority in force on July 1, 2011, expires 5 years from the date it was filed or on July 1, 2012, whichever is later, if renewal of certification of authority is not affected as provided in 35-12-610 or 35-12-618.
History: En. Sec. 1, Ch. 533, L. 1991; amd. Sec. 33, Ch. 26, L. 2011; amd. Sec. 24, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 6. Formation -- Certificate of Limited Partnership › 35-12-611. Application for renewal of certification

35-12-611. Application for renewal of certification.
The application for renewal of certification of a limited partnership must be executed and delivered to the secretary of state. The application must include but is not limited to the information required by 35-12-601.
History: En. Sec. 2, Ch. 533, L. 1991; amd. Sec. 15, Ch. 268, L. 1997; amd. Sec. 19, Ch. 75, L. 2003.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 6. Formation -- Certificate of Limited Partnership › 35-12-612. Filing of application for renewal of certification -- issuance of certificate

35-12-612. Filing of application for renewal of certification -- issuance of certificate.
(1) If the secretary of state finds that the application for renewal of certification of a limited partnership complies with the provisions of this part, the secretary of state shall, when all fees have been paid as provided by rule:
(a) endorse on the application the word "filed" and the month, day, and year of filing;
(b) file the original; and
(c) issue a certification letter.
(2) The secretary of state shall return to the general partner or partners submitting the application the certification letter.
History: En. Sec. 3, Ch. 533, L. 1991; amd. Sec. 20, Ch. 75, L. 2003.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 6. Formation -- Certificate of Limited Partnership › 35-12-613. Involuntary cancellation of certificate

35-12-613. Involuntary cancellation of certificate.
For a certificate filed prior to July 1, 1991, the secretary of state shall cancel the certificate of limited partnership after July 1, 1992, if the certification is more than 5 years old and not renewed in accordance with this part.
History: En. Sec. 4, Ch. 533, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 6. Formation -- Certificate of Limited Partnership › 35-12-614. Delivery to and filing of records by secretary of state -- effective time and date

35-12-614. Delivery to and filing of records by secretary of state -- effective time and date.
(1) A record authorized or required to be delivered to the secretary of state for filing under this chapter must be captioned to describe the record's purpose, be in a medium permitted by the secretary of state, and be delivered to the secretary of state. Unless the secretary of state determines that a record does not comply with the filing requirements of this chapter, if all filing fees have been paid, the secretary of state shall file the record and upon request and payment of a fee:
(a) for a statement of dissociation, send:
(i) a copy of the filed statement to the person that the statement indicates has dissociated as a general partner; and
(ii) a copy of the filed statement to the limited partnership;
(b) for a statement of withdrawal, send:
(i) a copy of the filed statement to the person on whose behalf the record was filed; and
(ii) if the statement refers to an existing limited partnership, a copy of the filed statement to the limited partnership; and
(c) for all other records, send a copy of the filed record to the person on whose behalf the record was filed.
(2) Upon request and payment of a fee, the secretary of state shall send to the requester a certified copy of the requested record.
(3) Except as otherwise provided in 35-7-111 and 35-12-616, a record delivered to the secretary of state for filing under this chapter may specify an effective time and a delayed effective date. Except as otherwise provided in this chapter, a record filed by the secretary of state is effective:
(a) if the record does not specify an effective time and does not specify a delayed effective date, on the date and at the time the record is filed as evidenced by the secretary of state's endorsement of the date and time on the record;
(b) if the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record;
(c) if the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of:
(i) the specified date; or
(ii) the 90th day after the record is filed; or
(d) if the record specifies an effective time and a delayed effective date, at the specified time on the earlier of:
(i) the specified date; or
(ii) the 90th day after the record is filed.
History: En. Sec. 20, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 6. Formation -- Certificate of Limited Partnership › 35-12-615. Filing of facsimile copy

35-12-615. Filing of facsimile copy.
(1) The secretary of state may treat a facsimile copy of a document that is required 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 the party aggrieved for three times the amount of damages resulting from the filing of the false document.
History: En. Sec. 4, Ch. 273, L. 1989; amd. Sec. 9, Ch. 290, L. 1997.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 6. Formation -- Certificate of Limited Partnership › 35-12-616. Correcting filed record

35-12-616. Correcting filed record.
(1) A limited partnership or foreign limited partnership may deliver to the secretary of state for filing a statement of correction to correct a record previously delivered by the limited partnership or foreign limited partnership to the secretary of state and filed by the secretary of state if at the time of filing the record contained false or erroneous information or was defectively signed.
(2) A statement of correction may not state a delayed effective date and must:
(a) describe the record to be corrected, including its filing date, or attach a copy of the record as filed;
(b) specify the incorrect information and the reason it is incorrect or the manner in which the signing was defective; and
(c) correct the incorrect information or defective signature.
(3) When filed by the secretary of state, a statement of correction is effective retroactively as of the effective date of the record the statement corrects, but the statement is effective when filed:
(a) for the purposes of 35-12-511(3) and (4); and
(b) as to persons relying on the uncorrected record and adversely affected by the correction.
History: En. Sec. 21, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 6. Formation -- Certificate of Limited Partnership › 35-12-617. Certificate of fact

35-12-617. Certificate of fact.
(1) The secretary of state, upon request and payment of the requisite fee, shall furnish a certificate of fact for a limited partnership if the records filed in the office of the secretary of state show that the secretary of state has filed a certificate of limited partnership and whether a statement of cancellation has been filed. A certificate of fact must state:
(a) the limited partnership's name;
(b) that it was duly formed under the laws of this state and the date of formation;
(c) whether the secretary of state has administratively dissolved the limited partnership;
(d) whether the limited partnership's certificate of limited partnership has been amended to state that the limited partnership is dissolved;
(e) whether a statement of cancellation been filed by the secretary of state; and
(f) other facts of record in the office of the secretary of state that may be requested by the applicant.
(2) The secretary of state, upon request and payment of the requisite fee, shall furnish a certificate of fact for a foreign limited partnership if the records filed in the office of the secretary of state show that the secretary of state has filed a certificate of authority, whether the certificate of authority was revoked, and whether a notice of cancellation was filed. A certificate of fact must state:
(a) the foreign limited partnership's name and any alternate name adopted under 35-12-1312(1) for use in this state;
(b) that it is authorized to transact business in this state;
(c) whether the secretary of state has revoked its certificate of authority and whether a notice of cancellation has been filed; and
(d) other facts of record in the office of the secretary of state that may be requested by the applicant.
(3) Subject to any qualification stated in the certificate, a certificate of fact or authorization issued by the secretary of state may be relied upon as conclusive evidence that the limited partnership or foreign limited partnership is in existence or is authorized to transact business in this state.
History: En. Sec. 23, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 6. Formation -- Certificate of Limited Partnership › 35-12-618. Application for renewal of foreign limited partnership certificate of authority -- requirements for appointed registered agent

35-12-618. Application for renewal of foreign limited partnership certificate of authority -- requirements for appointed registered agent.
(1) The application for renewal of a certificate of authority of a foreign limited partnership must be executed by the general partners and delivered to the secretary of state.
(2) The application must include the following information:
(a) the name of the foreign limited partnership or the fictitious name adopted by a foreign limited partnership authorized to transact business in this state because its real name is unavailable;
(b) the information required under 35-7-105; and
(c) the name and business mailing address of each general partner.
History: En. Sec. 25, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 6. Formation -- Certificate of Limited Partnership › 35-12-620. Reinstatement following cancellation for failure to renew

35-12-620. Reinstatement following cancellation for failure to renew.
(1) If a certificate of limited partnership was canceled under 35-12-610 for failure to renew, an application for reinstatement of the original certificate may be made to the secretary of state within 5 years after the effective date of the cancellation.
(2) The application must:
(a) state the name of the limited partnership and the date its certificate of limited partnership was canceled;
(b) state that the limited partnership's name satisfies the requirements of 35-12-505; and
(c) include the information required in 35-12-601.
(3) If the secretary of state determines that the information provided is sufficient and correct, the secretary of state shall reinstate the certificate of limited partnership and send confirmation to the limited partnership.
(4) When reinstated under this section, the certificate of limited partnership becomes effective as if it had not been canceled.
History: En. Sec. 2, Ch. 75, L. 2003.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 7. Limited Partners › 35-12-701. Becoming limited partner

35-12-701. Becoming limited partner.
A person becomes a limited partner:
(1) as provided in the partnership agreement;
(2) as the result of a conversion or merger under Title 35, chapter 12, part 15; or
(3) with the consent of all the partners.
History: En. Sec. 20, Ch. 522, L. 1981; amd. Sec. 16, Ch. 268, L. 1997; amd. Sec. 26, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 7. Limited Partners › 35-12-703. No liability as limited partner for limited partnership obligations

35-12-703. No liability as limited partner for limited partnership obligations.
An obligation of a limited partnership, whether arising in contract, tort, or otherwise, is not the obligation of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of a limited partnership solely by reason of being a limited partner even if the limited partner participates in the management and control of the limited partnership.
History: En. Sec. 22, Ch. 522, L. 1981; amd. Sec. 17, Ch. 268, L. 1997; amd. Sec. 40, Ch. 7, L. 2001; amd. Sec. 28, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 7. Limited Partners › 35-12-704. Person erroneously believing self to be limited partner

35-12-704. Person erroneously believing self to be limited partner.
(1) Except as otherwise provided in subsection (2), a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the obligations by reason of making the investment, receiving distributions from the enterprise, or exercising any rights of or appropriate to a limited partner if, on ascertaining the mistake, the person:
(a) causes an appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the secretary of state for filing; or
(b) withdraws from future participation as an owner in the enterprise by executing and delivering to the secretary of state for filing a statement of withdrawal under this section.
(2) A person that makes an investment described in subsection (1) is liable to the same extent as a general partner to any third party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the the secretary of state files a statement of withdrawal, certificate of limited partnership, amendment, or statement of conversion to show that the person is not a general partner.
(3) If a person makes a diligent effort in good faith to comply with subsection (1)(a) and is unable to cause the appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the secretary of state for filing, the person has the right to withdraw from the enterprise pursuant to subsection (1)(b) even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise.
History: En. Sec. 23, Ch. 522, L. 1981; amd. Sec. 1, Ch. 85, L. 1985; amd. Sec. 18, Ch. 268, L. 1997; amd. Sec. 29, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 7. Limited Partners › 35-12-706. No right or power as limited partner to bind limited partnership

35-12-706. No right or power as limited partner to bind limited partnership.
A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership.
History: En. Sec. 27, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 7. Limited Partners › 35-12-707. Limited duties of limited partners

35-12-707. Limited duties of limited partners.
(1) A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner.
(2) A limited partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
(3) A limited partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the limited partner's conduct furthers the limited partner's own interest.
History: En. Sec. 31, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 8. General Partners › 35-12-801. Becoming partner

35-12-801. Becoming partner.
A person becomes a general partner:
(1) as provided in the partnership agreement;
(2) under 35-12-1201(1)(c)(ii) following the dissociation of a limited partnership's last general partner;
(3) as the result of a conversion or merger under Title 35, chapter 12, part 15; or
(4) with the consent of all the partners.
History: En. Sec. 25, Ch. 522, L. 1981; amd. Sec. 19, Ch. 268, L. 1997; amd. Sec. 32, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 8. General Partners › 35-12-802. Repealed

35-12-802. Repealed.
Sec. 97, Ch. 216, L. 2011.
History: En. Sec. 26, Ch. 522, L. 1981; amd. Sec. 20, Ch. 268, L. 1997.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 8. General Partners › 35-12-803. General partner's liabilities

35-12-803. General partner's liabilities.
(1) Except as otherwise provided in subsections (2) and (3), all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law.
(2) A person that becomes a general partner of an existing limited partnership is not personally liable for an obligation of a limited partnership incurred before the person became a general partner.
(3) An obligation of a limited partnership incurred while the limited partnership is a limited liability limited partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation solely by reason of being or acting as a general partner. This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the consent required to become a limited liability limited partnership under 35-12-809(2)(b).
History: En. Sec. 27, Ch. 522, L. 1981; amd. Sec. 2, Ch. 85, L. 1985; amd. Sec. 35, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 8. General Partners › 35-12-804. Repealed

35-12-804. Repealed.
Sec. 97, Ch. 216, L. 2011.
History: En. Sec. 28, Ch. 522, L. 1981; amd. Sec. 1307, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 8. General Partners › 35-12-806. General partner as agent of limited partnership

35-12-806. General partner as agent of limited partnership.
(1) Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a record in the partnership's name, for apparently carrying on in the ordinary course the limited partnership's activities or activities of the kind carried on by the limited partnership binds the limited partnership unless the general partner did not have authority to act for the limited partnership in the particular matter and the person with which the general partner was dealing knew, had received a notification, or had notice under 35-12-511(4) that the general partner lacked authority.
(2) An act of a general partner that is not apparently for carrying on in the ordinary course the limited partnership's activities or activities of the kind carried on by the limited partnership binds the limited partnership only if the act was actually authorized by all the other partners.
History: En. Sec. 33, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 8. General Partners › 35-12-807. Limited partnership liable for general partner's actionable conduct

35-12-807. Limited partnership liable for general partner's actionable conduct.
(1) A limited 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 general partner acting in the ordinary course of activities of the limited partnership or with authority of the limited partnership.
(2) If in the course of the limited partnership's activities or while acting with authority of the limited partnership a general partner receives or causes the limited partnership to receive money or property of a person not a partner and the money or property is misapplied by a general partner, the limited partnership is liable for the loss.
History: En. Sec. 34, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 8. General Partners › 35-12-808. Actions by and against partnership and partners

35-12-808. Actions by and against partnership and partners.
(1) To the extent not inconsistent with 35-12-803, a general partner may be joined in an action against the limited partnership or named in a separate action.
(2) A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a limited partnership may not be satisfied from a general partner's assets unless there is also a judgment against the general partner.
(3) A judgment creditor of a general partner may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership unless the partner is personally liable for the claim under 35-12-803 and:
(a) a judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(b) the limited partnership is a debtor in bankruptcy;
(c) the general partner has agreed that the creditor need not exhaust limited partnership assets;
(d) a court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that limited partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of limited partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or
(e) liability is imposed on the general partner by law or contract independent of the existence of the limited partnership.
History: En. Sec. 36, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 8. General Partners › 35-12-809. Management rights of general partner

35-12-809. Management rights of general partner.
(1) Each general partner has equal rights in the management and conduct of the limited partnership's activities. Except as expressly provided in this chapter, any matter relating to the activities of the limited partnership may be exclusively decided by the general partner or, if there is more than one general partner, by a majority of the general partners.
(2) The consent of each partner is necessary to:
(a) amend the partnership agreement;
(b) amend the certificate of limited partnership to add or, subject to 35-12-1515, delete a statement that the limited partnership is a limited liability limited partnership; and
(c) sell, lease, exchange, or otherwise dispose of all or substantially all of the limited partnership's property, with or without the good will, other than in the usual and regular course of the limited partnership's activities.
(3) A limited partnership shall reimburse a general partner for payments made and indemnify a general partner for liabilities incurred by the general partner in the ordinary course of the activities of the partnership or for the preservation of its activities or property.
(4) A limited partnership shall reimburse a general partner for an advance to the limited partnership beyond the amount of capital the general partner agreed to contribute.
(5) A payment or advance made by a general partner that gives rise to an obligation of the limited partnership under subsection (3) or (4) constitutes a loan to the limited partnership that accrues interest from the date of the payment or advance.
(6) A general partner is not entitled to remuneration for services performed for the partnership.
History: En. Sec. 37, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 8. General Partners › 35-12-810. Right of general partner and former general partner to information

35-12-810. Right of general partner and former general partner to information.
(1) A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours:
(a) in the limited partnership's principal office, required information; and
(b) at a reasonable location specified by the limited partnership, any other records maintained by the limited partnership regarding the limited partnership's activities and financial condition.
(2) Each general partner and the limited partnership shall furnish to a general partner:
(a) without demand, any information concerning the limited partnership's activities and activities reasonably required for the proper exercise of the general partner's rights and duties under the partnership agreement or this chapter; and
(b) on demand, any other information concerning the limited partnership's activities, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
(3) Subject to subsection (5), on 10 days' demand made in a record received by the limited partnership, a person dissociated as a general partner may have access to the information and records described in subsection (1) at the location specified in subsection (1) if:
(a) the information or record pertains to the period during which the person was a general partner;
(b) the person seeks the information or record in good faith; and
(c) the person satisfies the requirements imposed on a limited partner by 35-12-705(2).
(4) The limited partnership shall respond to a demand made pursuant to subsection (3) in the same manner as provided in 35-12-705(3).
(5) If a general partner dies, 35-12-1105 applies.
(6) The limited partnership may impose reasonable restrictions on the use of information under this section. In any dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness.
(7) A limited partnership may charge a person dissociated as a general partner that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material.
(8) A general partner or person dissociated as a general partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection (6) or by the partnership agreement applies both to the attorney or other agent and to the general partner or person dissociated as a general partner.
(9) The rights under this section do not extend to a person as transferee, but the rights under subsection (3) of a person dissociated as a general may be exercised by the legal representative of an individual who dissociated as a general partner under 35-12-1018(7)(b) or (7)(c).
History: En. Sec. 38, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 8. General Partners › 35-12-811. General standards of general partner's conduct

35-12-811. General standards of general partner's conduct.
(1) The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care under subsections (2) and (3).
(2) A general partner's duty of loyalty to the limited partnership and the other partners is limited to the following:
(a) to account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct and winding up of the limited partnership's activities or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity;
(b) to refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership's activities as or on behalf of a party having an interest adverse to the limited partnership; and
(c) to refrain from competing with the limited partnership in the conduct or winding up of the limited partnership's activities.
(3) A general partner's duty of care to the limited partnership and the other partners in the conduct and winding up of the limited partnership's activities is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(4) A general partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
(5) A general partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the general partner's conduct furthers the general partner's own interest.
History: En. Sec. 39, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 9. Finance › 35-12-901. Form of contributions

35-12-901. Form of contributions.
A contribution of a partner consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, other agreements to contribute cash or property, and contracts for services to be performed.
History: En. Sec. 30, Ch. 522, L. 1981; amd. Sec. 40, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 9. Finance › 35-12-902. Liability for contributions

35-12-902. Liability for contributions.
(1) A partner's obligation to contribute money or other property or other benefit or to perform services for a limited partnership is not excused by the partner's disability, death, or other inability to perform personally.
(2) If a partner does not make a promised nonmonetary contribution, the partner is obligated at the option of the limited partnership to contribute money equal to that portion of the value, as stated in the required information, of the stated contribution that has not been made.
(3) The obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all of the partners. A creditor of a limited partnership that extends credit or otherwise acts in reliance on an obligation described in subsection (1), without notice of any compromise under this subsection, may enforce the original obligation.
History: En. Sec. 31, Ch. 522, L. 1981; amd. Sec. 21, Ch. 268, L. 1997; amd. Sec. 41, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 9. Finance › 35-12-903. Repealed

35-12-903. Repealed.
Sec. 97, Ch. 216, L. 2011.
History: En. Sec. 32, Ch. 522, L. 1981; amd. Sec. 22, Ch. 268, L. 1997.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 9. Finance › 35-12-904. Repealed

35-12-904. Repealed.
Sec. 97, Ch. 216, L. 2011.
History: En. Sec. 33, Ch. 522, L. 1981; amd. Sec. 23, Ch. 268, L. 1997.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 9. Finance › 35-12-905. Sharing of distributions

35-12-905. Sharing of distributions.
A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, other agreements to contribute cash or property, and contracts for services to be performed.
History: En. Sec. 42, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 10. Distribution and Dissociation › 35-12-1001. Interim distributions

35-12-1001. Interim distributions.
A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to make an interim distribution.
History: En. Sec. 34, Ch. 522, L. 1981; amd. Sec. 24, Ch. 268, L. 1997; amd. Sec. 43, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 10. Distribution and Dissociation › 35-12-1002. Repealed

35-12-1002. Repealed.
Sec. 97, Ch. 216, L. 2011.
History: En. Sec. 35, Ch. 522, L. 1981; amd. Sec. 1308, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 10. Distribution and Dissociation › 35-12-1003. Repealed

35-12-1003. Repealed.
Sec. 97, Ch. 216, L. 2011.
History: En. Sec. 36, Ch. 522, L. 1981; amd. Sec. 25, Ch. 268, L. 1997.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 10. Distribution and Dissociation › 35-12-1004. Repealed

35-12-1004. Repealed.
Sec. 97, Ch. 216, L. 2011.
History: En. Sec. 37, Ch. 522, L. 1981; amd. Sec. 26, Ch. 268, L. 1997.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 10. Distribution and Dissociation › 35-12-1005. Distributions in kind

35-12-1005. Distributions in kind.
A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to 35-12-1216(2), a limited partnership may distribute an asset in kind to the extent that each partner receives a percentage of the asset equal to the partner's share of distributions.
History: En. Sec. 38, Ch. 522, L. 1981; amd. Sec. 27, Ch. 268, L. 1997; amd. Sec. 45, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 10. Distribution and Dissociation › 35-12-1006. Right to distributions

35-12-1006. Right to distributions.
When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of and is entitled to all of the remedies available to a creditor of the limited partnership with respect to the distribution. However, the limited partnership's obligation to make a distribution is subject to offset for any amount owed to the limited partnership by the partner or dissociated partner on whose account the distribution is made.
History: En. Sec. 39, Ch. 522, L. 1981; amd. Sec. 1309, Ch. 56, L. 2009; amd. Sec. 46, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 10. Distribution and Dissociation › 35-12-1007. Repealed

35-12-1007. Repealed.
Sec. 97, Ch. 216, L. 2011.
History: En. Sec. 40, Ch. 522, L. 1981.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 10. Distribution and Dissociation › 35-12-1008. Repealed

35-12-1008. Repealed.
Sec. 97, Ch. 216, L. 2011.
History: En. Sec. 41, Ch. 522, L. 1981; amd. Sec. 28, Ch. 268, L. 1997.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 10. Distribution and Dissociation › 35-12-1009. No distribution on account of dissociation

35-12-1009. No distribution on account of dissociation.
A person does not have a right to receive a distribution on account of dissociation.
History: En. Sec. 44, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 10. Distribution and Dissociation › 35-12-1010. Limitations on distribution

35-12-1010. Limitations on distribution.
(1) A limited partnership may not make a distribution in violation of the partnership agreement.
(2) A limited partnership may not make a distribution if after the distribution:
(a) the limited partnership would not be able to pay its debts as they become due in the ordinary course of the limited partnership's activities; or
(b) the limited partnership's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the limited partnership were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of partners whose preferential rights are superior to those of persons receiving the distribution.
(3) A limited partnership may base a determination that a distribution is not prohibited under subsection (2) on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.
(4) Except as otherwise provided in subsection (7), the effect of a distribution under subsection (2) is measured:
(a) in the case of distribution by purchase, redemption, or other acquisition of a transferable interest in the limited partnership, as of the date money or other property is transferred or debt is incurred by the limited partnership; and
(b) in all other cases, as of the date:
(i) the distribution is authorized if the payment occurs within 120 days after that date; or
(ii) the payment is made if payment occurs more than 120 days after the distribution is authorized.
(5) A limited partnership's indebtedness to a partner incurred by reason of a distribution made in accordance with this section is at parity with the limited partnership's indebtedness to its general, unsecured creditors.
(6) A limited partnership's indebtedness, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of subsection (2) if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could then be made to partners under this section.
(7) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.
History: En. Sec. 47, Ch. 216, L. 2011.