reglab/statecodes huggingface dataset:
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 14. Dissolution › 35-14-1430. Grounds for judicial dissolution

35-14-1430. Grounds for judicial dissolution.
(1) The district court of the county where a corporation's principal office is located or, if its principal office is not located in this state, of the first judicial district may dissolve a corporation:
(a) in a proceeding by the attorney general if it is established that:
(i) the corporation obtained its articles of incorporation through fraud; or
(ii) the corporation has continued to exceed or abuse the authority conferred upon it by law;
(b) in a proceeding by a shareholder if it is established that:
(i) the directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally because of the deadlock;
(ii) the directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;
(iii) the shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired; or
(iv) the corporate assets are being misapplied or wasted;
(c) in a proceeding by a creditor if it is established that:
(i) the creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or
(ii) the corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent;
(d) in a proceeding by the corporation to have its voluntary dissolution continued under court supervision; or
(e) in a proceeding by a shareholder if the corporation has abandoned its business and has failed within a reasonable time to liquidate and distribute its assets and dissolve.
(2) Subsection (1)(b) does not apply in the case of a corporation that, on the date of the filing of the proceeding, has a class or series of shares that is:
(a) a covered security under section 18(b)(1)(A) or (B) of the Securities Act of 1933; or
(b) not a covered security but is held by at least 300 shareholders and the shares outstanding have a market value of at least $20 million exclusive of the value of shares held by the corporation's subsidiaries, senior executives, directors and beneficial shareholders, and voting trust beneficial owners owning more than 10% of the shares.
(3) For the purposes of this section:
(a) the term "shareholder" in subsection (1) means a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner; and
(b) the term "shareholder" in subsection (2) means a record shareholder, a beneficial shareholder, and a voting trust beneficial owner.
History: En. Sec. 197, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 14. Dissolution › 35-14-1431. Procedure for judicial dissolution

35-14-1431. Procedure for judicial dissolution.
(1) Venue for a proceeding by the attorney general or any other party named in 35-14-1430(1) lies in the district court of the county in which the corporation's principal office is located or, if its principal office is not located in this state, of the first judicial district.
(2) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
(3) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian during the proceeding with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.
(4) Within 10 days of the commencement of a proceeding to dissolve a corporation under 35-14-1430(1)(b), the corporation shall deliver to all shareholders, other than the petitioner, a notice stating that the shareholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner's shares under 35-14-1434 and accompanied by a copy of 35-14-1434.
History: En. Sec. 198, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 14. Dissolution › 35-14-1432. Receivership or custodianship

35-14-1432. Receivership or custodianship.
(1) Unless an election to purchase has been filed under 35-14-1434, a court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has jurisdiction over the corporation and all of its property wherever located.
(2) The court may appoint an individual or a domestic or foreign corporation or eligible entity as a receiver or custodian, which, if a foreign corporation or foreign eligible entity, must be registered to do business in this state. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
(3) (a) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:
(i) the receiver:
(A) may dispose of all or any part of the assets of the corporation, wherever located, at a public or private sale; and
(B) may sue and defend in the receiver's own name as receiver of the corporation in all courts of this state;
(ii) the custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.
(b) The receiver or custodian has other powers and duties as the court may provide in the appointing order, which may be amended from time to time.
(4) The court during a receivership may redesignate the receiver a custodian and during a custodianship may redesignate the custodian a receiver.
(5) The court from time to time during the receivership or custodianship may order compensation paid and expenses paid or reimbursed to the receiver or custodian from the assets of the corporation or proceeds from the sale of the assets.
History: En. Sec. 199, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 14. Dissolution › 35-14-1433. Decree of dissolution

35-14-1433. Decree of dissolution.
(1) If after a hearing the court determines that one or more grounds for judicial dissolution described in 35-14-1430 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state for filing.
(2) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with 35-14-1405 and the notification of claimants in accordance with 35-14-1406 and 35-14-1407.
History: En. Sec. 200, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 14. Dissolution › 35-14-1440. Deposit with state treasurer

35-14-1440. Deposit with state treasurer.
Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them must be reduced to cash and deposited with the state treasurer or other appropriate state official for safekeeping. When the creditor, claimant, or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the state treasurer or other appropriate state official shall pay the person or the person's representative that amount.
History: En. Sec. 202, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 15. Foreign Corporations › 35-14-1501. Foreign corporations -- governing law

35-14-1501. Foreign corporations -- governing law.
(1) The law of the jurisdiction of formation of a foreign corporation governs:
(a) the internal affairs of the foreign corporation; and
(b) the interest holder liability of its shareholders.
(2) A foreign corporation is not precluded from registering to do business in this state because of any difference between the law of the foreign corporation's jurisdiction of formation and the law of this state.
(3) Registration of a foreign corporation to do business in this state does not permit the foreign corporation to engage in any business or affairs or exercise any power that a domestic corporation may not engage in or exercise in this state.
History: En. Sec. 203, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 15. Foreign Corporations › 35-14-1502. Registration to do business in this state

35-14-1502. Registration to do business in this state.
(1) A foreign corporation may not do business in this state until it registers with the secretary of state under this part.
(2) A foreign corporation doing business in this state may not maintain a proceeding in any court of this state until it is registered to do business in this state.
(3) Except as provided in subsection (4), the failure of a foreign corporation to register to do business in this state does not impair the validity of a contract or act of the foreign corporation or preclude it from defending a proceeding in this state.
(4) A contract between the state of Montana, an agency of the state, or a political subdivision of the state and a foreign corporation that has failed to register to do business as required under 35-14-1505(4) is voidable by the state, the contracting state agency, or the contracting political subdivision.
(5) A limitation on the liability of a shareholder or director of a foreign corporation is not waived solely because the foreign corporation does business in this state without registering.
(6) Section 35-14-1501(1) applies even if a foreign corporation fails to register under this part.
History: En. Sec. 204, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 15. Foreign Corporations › 35-14-1503. Foreign registration statement

35-14-1503. Foreign registration statement.
To register to do business in this state, a foreign corporation shall deliver a foreign registration statement to the secretary of state for filing. The registration statement must be signed by the foreign corporation and state:
(1) the corporate name of the foreign corporation and, if the name does not comply with 35-14-401, an alternate name as required by 35-14-1506;
(2) the foreign corporation's jurisdiction of formation;
(3) the street and mailing addresses of the foreign corporation's principal office and, if the law of the foreign corporation's jurisdiction of formation requires the foreign corporation to maintain an office in that jurisdiction, the street and mailing addresses of that office;
(4) the street and mailing addresses of the foreign corporation's registered office in this state and the name of its registered agent at that office;
(5) the names and business addresses of its directors and principal officers;
(6) a brief description of the nature of its business to be conducted in this state; and
(7) a statement that the foreign corporation has complied with the organizational laws in the jurisdiction in which it is organized and that the foreign corporation exists in that jurisdiction.
History: En. Sec. 205, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 15. Foreign Corporations › 35-14-1504. Amendment of foreign registration statement

35-14-1504. Amendment of foreign registration statement.
A registered foreign corporation shall sign and deliver to the secretary of state for filing an amendment to its foreign registration statement if there is a change in:
(1) its name or alternate name;
(2) its jurisdiction of formation unless its registration is determined to have been withdrawn under 35-14-1508 or transferred under 35-14-1510; or
(3) an address required by 35-14-1503(3).
History: En. Sec. 206, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 15. Foreign Corporations › 35-14-1505. Activities not constituting doing business

35-14-1505. Activities not constituting doing business.
(1) Activities of a foreign corporation that do not constitute doing business in this state for purposes of this part include:
(a) maintaining, defending, mediating, arbitrating, or settling a proceeding;
(b) carrying on any activity concerning the internal affairs of the foreign corporation, including holding meetings of its shareholders or board of directors;
(c) maintaining accounts in financial institutions;
(d) maintaining offices or agencies for the transfer, exchange, and registration of securities of the foreign corporation or maintaining trustees or depositories with respect to those securities;
(e) selling through independent contractors;
(f) soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts;
(g) creating or acquiring indebtedness, mortgages, or security interests in property;
(h) securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting, or maintaining property so acquired;
(i) owning real or personal property that is acquired incident to activities described in subsection (1)(h) if the property is disposed of within 5 years after the date of acquisition, does not produce income, or is not used in the performance of a corporate function;
(j) conducting an isolated transaction that is completed within 30 days and that is not in the course of repeated transactions of a similar nature; and
(k) doing business in interstate commerce.
(2) The list of activities in subsection (1) is not exhaustive.
(3) This section does not apply in determining the contacts or activities that may subject a foreign corporation to service of process, taxation, or regulation under the laws of this state other than this chapter.
(4) Except as provided in subsection (1), a foreign corporation is doing business in this state within the meaning of 35-14-1502(1) if it enters into a contract, including a contract entered into pursuant to Title 18, with the state of Montana, an agency of the state, or a political subdivision of the state and must register to do business under this part before entering into the contract. This subsection does not apply to contracts for goods fully prepared or services fully performed out of state for delivery or use in this state.
History: En. Sec. 207, Ch. 271, L. 2019; amd. Sec. 9, Ch. 34, L. 2021.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 15. Foreign Corporations › 35-14-1506. Noncomplying name of foreign corporation

35-14-1506. Noncomplying name of foreign corporation.
(1) A foreign corporation whose name does not comply with 35-14-401 may not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name that complies with 35-14-401 by filing a foreign registration statement under 35-14-1503 or, if applicable, a transfer of registration statement under 35-14-1510 setting forth that alternate name. A foreign corporation adopting an alternate name as provided in this subsection need not file under Title 30, chapter 13, part 2, with respect to that alternate name. After registering to do business in this state with an alternate name, a foreign corporation shall do business in this state under:
(a) the alternate name;
(b) the foreign corporation's name, with the addition of its jurisdiction of formation; or
(c) a name the foreign corporation is authorized to use under Title 30, chapter 13, part 2.
(2) If a registered foreign corporation changes its name after registration to a name that does not comply with 35-14-401, it may not do business in this state until it complies with subsection (1) of this section by amending its registration statement to adopt an alternate name that complies with 35-14-401.
History: En. Sec. 208, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 15. Foreign Corporations › 35-14-1507. Withdrawal of registration of registered foreign corporation

35-14-1507. Withdrawal of registration of registered foreign corporation.
(1) A registered foreign corporation may withdraw its registration by delivering a statement of withdrawal to the secretary of state for filing. The statement of withdrawal must be signed by the foreign corporation and must state:
(a) the name of the foreign corporation and its jurisdiction of formation;
(b) that the foreign corporation is not doing business in this state and that it withdraws its registration to do business in this state;
(c) that the foreign corporation revokes the authority of its registered agent in this state;
(d) an address to which process on the foreign corporation may be sent by the secretary of state under 35-14-504(3);
(e) that all taxes imposed on the corporation under Title 15 have been paid, supported by a certificate by the department of revenue to be attached to the application to the effect that the department is satisfied from the available evidence that all taxes imposed have been paid. The issuance of the certificate does not relieve the corporation from liability for any taxes, penalties, or interest due the state of Montana.
(f) additional information that may be necessary or appropriate to enable the secretary of state to determine and assess any unpaid fees or taxes payable by the foreign corporation.
(2) After the withdrawal of the registration of a foreign corporation, service of process in any proceeding based on a cause of action arising during the time the entity was registered to do business in this state may be made as provided in 35-14-504.
History: En. Sec. 209, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 15. Foreign Corporations › 35-14-1508. Withdrawal upon domestication or conversion to certain domestic entities

35-14-1508. Withdrawal upon domestication or conversion to certain domestic entities.
A registered foreign corporation that domesticates to a domestic business corporation or converts to a domestic nonprofit corporation or any type of domestic filing entity or to a domestic limited liability partnership is considered to have withdrawn its registration on the effective date of that event.
History: En. Sec. 210, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 15. Foreign Corporations › 35-14-1510. Transfer of registration

35-14-1510. Transfer of registration.
(1) If a registered foreign corporation merges into a nonregistered foreign corporation or converts to a foreign corporation required to register with the secretary of state to do business in this state, the foreign corporation shall deliver to the secretary of state for filing a transfer of registration statement. The transfer of registration statement must be signed by the surviving or converted foreign corporation and must state:
(a) the name of the registered foreign corporation and its jurisdiction of formation before the merger or conversion;
(b) the name of the surviving or converted foreign corporation and its jurisdiction of formation after the merger or conversion and, if the name does not comply with 35-14-401, an alternate name adopted pursuant to 35-14-1506; and
(c) the following information regarding the surviving or converted foreign corporation after the merger or conversion:
(i) the street and mailing addresses of the principal office of the foreign corporation and, if the law of the foreign corporation's jurisdiction of formation requires it to maintain an office in that jurisdiction, the street and mailing addresses of that office; and
(ii) the street and mailing addresses of the foreign corporation's registered office in this state and the name of its registered agent at that office.
(2) On the effective date of a transfer of registration statement as determined in accordance with 35-14-123, the registration of the registered foreign corporation to do business in this state is transferred without interruption to the foreign corporation into which it has merged or to which it has been converted.
History: En. Sec. 212, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 15. Foreign Corporations › 35-14-1511. Administrative termination of registration

35-14-1511. Administrative termination of registration.
(1) The secretary of state may terminate the registration of a registered foreign corporation in the manner provided in subsections (2) and (3) if:
(a) the foreign corporation does not pay within 60 days after they are due any fees, taxes, interest, or penalties imposed by this chapter or other laws of this state;
(b) the foreign corporation does not deliver its annual report to the secretary of state within 120 days after it is due;
(c) the foreign corporation is without a registered agent or registered office in this state for 60 days or more; or
(d) the secretary of state has not been notified within 60 days that the foreign corporation's registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued.
(2) On or before September 1 of each year, the secretary of state shall compile a list of registered foreign corporations for which one or more grounds exist under subsection (1) for terminating its registration and shall serve the registered foreign corporation with written notice of the determination under 35-14-504.
(3) If the registered foreign corporation does not correct each ground for termination or demonstrate to the reasonable satisfaction of the secretary of state that each ground for termination determined by the secretary of state does not exist within 60 days after the notice is delivered, the secretary of state may terminate the registration of a registered foreign corporation by issuing a certificate of termination. The certificate of termination must state the effective date of the termination, which must be not less than 60 days after the secretary of state delivers the notice as prescribed in subsection (2)(b).
(4) The registration of a registered foreign corporation to do business in this state ceases on the effective date of the termination as set forth in the certificate of termination.
(5) After the effective date of the termination as set forth in the certificate of termination, service of process in any proceeding based on a cause of action arising during the time the entity was registered to do business in this state may be made as provided in 35-14-504.
History: En. Sec. 213, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 15. Foreign Corporations › 35-14-1512. Action by attorney general

35-14-1512. Action by attorney general.
The attorney general may maintain an action to enjoin a foreign corporation from doing business in this state in violation of this chapter.
History: En. Sec. 214, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 16. Records and Reports › 35-14-1601. Corporate records

35-14-1601. Corporate records.
(1) A corporation shall maintain the following records:
(a) its articles of incorporation as currently in effect;
(b) any notices to shareholders referred to in 35-14-120(11)(e) specifying facts on which a filed document is dependent if those facts are not included in the articles of incorporation or otherwise available as specified in 35-14-120(11)(e);
(c) its bylaws as currently in effect;
(d) all written communications within the past 3 years to shareholders generally;
(e) minutes of all meetings of and records of all actions taken without a meeting by its shareholders, its board of directors, and board committees established under 35-14-825;
(f) a list of the names and business addresses of its current directors and officers; and
(g) its most recent annual report delivered to the secretary of state under 35-14-1621.
(2) A corporation shall maintain all annual financial statements prepared for the corporation for its last 3 fiscal years or any shorter period of existence and any audit or other reports with respect to those financial statements.
(3) A corporation shall maintain accounting records in a form that permits preparation of its financial statements.
(4) A corporation shall maintain a record of its current shareholders in alphabetical order by class or series of shares showing the address of and the number and class or series of shares held by each shareholder. Nothing in this subsection requires the corporation to include in the record the electronic mail address or other electronic contact information of a shareholder.
(5) A corporation shall maintain the records specified in this section in a manner that allows them to be made available for inspection within a reasonable time.
History: En. Sec. 215, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 16. Records and Reports › 35-14-1603. Scope of inspection right

35-14-1603. Scope of inspection right.
(1) A shareholder may appoint an agent or attorney to exercise the shareholder's inspection and copying rights under 35-14-1602.
(2) The corporation may, if reasonable, satisfy the right of a shareholder to inspect and copy records under 35-14-1602 by furnishing to the shareholder copies by photocopy or other means chosen by the corporation, including furnishing copies through an electronic transmission.
(3) The corporation may comply at its expense with a shareholder's demand to inspect the record of shareholders under 35-14-1602(2)(d) by providing the shareholder with a list of shareholders that was compiled no earlier than the date of the shareholder's demand.
(4) The corporation may impose a reasonable charge to cover the costs of providing copies of documents to the shareholder, which may be based on an estimate of those costs.
History: En. Sec. 217, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 16. Records and Reports › 35-14-1604. Court-ordered inspection

35-14-1604. Court-ordered inspection.
(1) If a corporation does not allow a shareholder who complies with 35-14-1602(1) to inspect and copy any records required by that section to be available for inspection, the district court of the county where the corporation's principal office is located or, if its principal office is not located in this state, of the first judicial district may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the shareholder.
(2) If a corporation does not within a reasonable time allow a shareholder who complies with 35-14-1602(2) to inspect and copy the records required by that section, the shareholder, if the shareholder also complies with 35-14-1602(3), may apply to the district court of the county where the corporation's principal office is located or, if its principal office is not located in this state, of the first judicial district for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.
(3) If the court orders inspection and copying of the records demanded under 35-14-1602(2), it may impose reasonable restrictions on their confidentiality, use, or distribution by the demanding shareholder, and it shall also order the corporation to pay the shareholder's expenses incurred to obtain the order unless the corporation establishes that it refused inspection in good faith because the corporation had:
(a) a reasonable basis for doubt about the right of the shareholder to inspect the records demanded; or
(b) required reasonable restrictions on the confidentiality, use, or distribution of the records demanded to which the demanding shareholder had been unwilling to agree.
History: En. Sec. 218, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 16. Records and Reports › 35-14-1605. Inspection rights of directors

35-14-1605. Inspection rights of directors.
(1) A director of a corporation is entitled to inspect and copy the books, records, and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including duties as a member of a board committee, but not for any other purpose or in any manner that would violate any duty to the corporation.
(2) The district court of the county where the corporation's principal office is located or, if its principal office is not located in this state, of the first judicial district may order inspection and copying of the books, records, and documents at the corporation's expense upon application of a director who has been refused inspection rights unless the corporation establishes that the director is not entitled to those inspection rights. The court shall dispose of an application under this subsection on an expedited basis.
(3) If an order is issued, the court may include provisions protecting the corporation from undue burden or expense and prohibiting the director from using information obtained by exercise of the inspection rights in a manner that would violate a duty to the corporation and may also order the corporation to reimburse the director for the director's expenses incurred in connection with the application.
History: En. Sec. 219, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 16. Records and Reports › 35-14-1621. Annual report for secretary of state

35-14-1621. Annual report for secretary of state.
(1) Each domestic corporation shall deliver to the secretary of state for filing an annual report that sets forth:
(a) the name of the corporation;
(b) the street and mailing address of its registered office and the name of its registered agent at that office in this state;
(c) the street and mailing address of its principal office;
(d) the names and business addresses of its directors and principal officers;
(e) a brief description of the nature of its business;
(f) the total number of authorized shares, itemized by class and series, if any, within each class; and
(g) the total number of issued and outstanding shares, itemized by class and series, if any, within each class.
(2) Each foreign corporation registered to do business in this state shall deliver to the secretary of state for filing an annual report that sets forth:
(a) the name of the foreign corporation and, if the name does not comply with 35-14-401, an alternate name as required by 35-14-1506;
(b) the foreign corporation's jurisdiction of formation;
(c) the street and mailing addresses of the foreign corporation's principal office and, if the law of the foreign corporation's jurisdiction of formation requires the foreign corporation to maintain an office in that jurisdiction, the street and mailing addresses of that office;
(d) the street and mailing addresses of the foreign corporation's registered office in this state and the name of its registered agent at that office;
(e) the names and business addresses of its directors and principal officers; and
(f) a brief description of the nature of its business conducted in this state.
(3) Information in the annual report must be current as of the date the annual report is signed on behalf of the corporation.
(4) The first annual report must be delivered to the secretary of state between January 1 and April 15 of the year following the calendar year in which a domestic corporation was incorporated or a foreign corporation was registered to do business. Subsequent annual reports must be delivered to the secretary of state between January 1 and April 15 of subsequent years.
(5) If an annual report does not contain the information required by this section, the secretary of state shall promptly notify the reporting domestic or foreign corporation in writing. The corrected report must be filed by April 15 to be considered timely filed.
History: En. Sec. 221, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 15. Cooperative Associations › Part 1. General › 35-15-101. Reserved power of regulation

35-15-101. Reserved power of regulation.
The legislature hereby reserves the power to prescribe such regulations and provisions governing any and all associations incorporated under this chapter as it may deem advisable. Such regulations and provisions shall be binding on associations incorporated at the time such regulations may be made, as well as on those thereafter incorporated.
History: En. Sec. 880, Civ. C. 1895; re-en. Sec. 4220, Rev. C. 1907; re-en. Sec. 6385, R.C.M. 1921; re-en. Sec. 6385, R.C.M. 1935; R.C.M. 1947, 14-211.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 15. Cooperative Associations › Part 1. General › 35-15-102. Requirements of chapter exclusive

35-15-102. Requirements of chapter exclusive.
No association organized under this chapter shall be required to do or perform anything not specially required herein in order to become a corporation, or to continue its business as such.
History: En. Sec. 4, Ch. 83, L. 1915; re-en. Sec. 6389, R.C.M. 1921; re-en. Sec. 6389, R.C.M. 1935; R.C.M. 1947, 14-215(part).
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 15. Cooperative Associations › Part 1. General › 35-15-103. Powers

35-15-103. Powers.
(1) Associations formed under this chapter are bodies corporate and politic for the period for which they are organized, which may be of perpetual duration.
(2) An association formed under this chapter may:
(a) sue and be sued;
(b) have a common seal that the association may alter or renew at pleasure;
(c) own, possess, and enjoy real and personal property necessary for the transaction of business and sell and dispose of the property; and
(d) borrow money and pledge property, both real and personal, to secure the payment of any borrowed money.
(3) Associations formed under this chapter have all powers necessary to carry into effect the objects for which the associations may be formed, including those powers usually exercised by cooperative associations, subject to all duties, restrictions, and liabilities set forth in the general laws relating to similar corporations that are not limited or enlarged by this chapter.
History: En. Sec. 874, Civ. C. 1895; re-en. Sec. 4214, Rev. C. 1907; re-en. Sec. 6379, R.C.M. 1921; Cal. Civ. C. Sec. 653b; re-en. Sec. 6379, R.C.M. 1935; R.C.M. 1947, 14-205; amd. Sec. 1, Ch. 109, L. 2001.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 15. Cooperative Associations › Part 2. Formation -- Articles of Incorporation -- Bylaws › 35-15-201. Incorporation

35-15-201. Incorporation.
(1) Whenever three or more persons desire to incorporate as a cooperative association for the purpose of trade or of carrying out any branch of industry or the purchase and distribution of commodities for consumption or in the borrowing or lending of money among members for industrial purposes, the persons shall prepare a statement to that effect that also sets forth:
(a) the name of the proposed cooperative association;
(b) its capital stock;
(c) its location;
(d) the duration of the association; and
(e) the particular branch or branches of industry that the association intends to carry out.
(2) In addition to the items required in subsection (1), the statement of incorporation may also contain provisions not inconsistent with the liability provisions set forth in 35-14-202.
(3) The statement, accompanied by the required filing fee, set and deposited in accordance with 2-15-405, must be filed in the office of the secretary of state as the articles of incorporation of the association. After receiving the statement and the fee, the secretary of state shall issue to the persons forming the association a license as commissioners to open books for subscription to the capital stock of the association at a time and place that the persons forming the association may determine.
History: En. Sec. 870, Civ. C. 1895; re-en. Sec. 4210, Rev. C. 1907; re-en. Sec. 6375, R.C.M. 1921; Cal. Civ. C. Sec. 653b; re-en. Sec. 6375, R.C.M. 1935; amd. Sec. 1, Ch. 273, L. 1955; amd. Sec. 2, Ch. 117, L. 1961; R.C.M. 1947, 14-201; amd. Sec. 31, Ch. 174, L. 1983; amd. Sec. 3, Ch. 559, L. 1987; amd. Sec. 207, Ch. 368, L. 1991; amd. Sec. 2, Ch. 109, L. 2001; amd. Secs. 25, 29(2), Ch. 396, L. 2001; amd. Sec. 262, Ch. 271, L. 2019; amd. Sec. 2, Ch. 277, L. 2023.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 15. Cooperative Associations › Part 2. Formation -- Articles of Incorporation -- Bylaws › 35-15-202. Limit on subscription or control of common stock -- one share per person

35-15-202. Limit on subscription or control of common stock -- one share per person.
No person shall be permitted to subscribe for or control or own more or less than one share of the common stock of such association.
History: En. Sec. 871, Civ. C. 1895; re-en. Sec. 4211, Rev. C. 1907; re-en. Sec. 6376, R.C.M. 1921; amd. Sec. 1, Ch. 135, L. 1933; re-en. Sec. 6376, R.C.M. 1935; R.C.M. 1947, 14-202.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 15. Cooperative Associations › Part 2. Formation -- Articles of Incorporation -- Bylaws › 35-15-203. First meeting

35-15-203. First meeting.
As soon as the initial shares of the capital stock have been subscribed, the commissioners shall convene a meeting of the subscribers for the purpose of electing directors, adopting bylaws, and transacting other business properly before them. Notice of the meeting must be given to each subscriber by mailing the notice or sending the notice by electronic means, properly addressed, at least 10 days before the meeting. The notice must contain the object, time, and place of the meeting.
History: En. Sec. 872, Civ. C. 1895; re-en. Sec. 4212, Rev. C. 1907; re-en. Sec. 6377, R.C.M. 1921; re-en. Sec. 6377, R.C.M. 1935; amd. Sec. 2, Ch. 273, L. 1955; amd. Sec. 1, Ch. 342, L. 1973; R.C.M. 1947, 14-203(part); amd. Sec. 3, Ch. 109, L. 2001; amd. Sec. 3, Ch. 277, L. 2023.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 15. Cooperative Associations › Part 2. Formation -- Articles of Incorporation -- Bylaws › 35-15-204. Issuance of certificate of organization -- effect

35-15-204. Issuance of certificate of organization -- effect.
(1) The commissioners shall make a full report of the first meeting, including a copy of the notice provided for in 35-15-203, a copy of the subscription list, a copy of the bylaws adopted by the association, and the names of the directors elected and their respective terms of office. The report must be executed by at least a majority of the commissioners and must be filed in the office of the secretary of state along with any required filing fee. The secretary of state shall, upon filing the report, issue a certificate of the completed organization of the association.
(2) Upon the filing of the report of the first meeting and the statement of incorporation with the secretary of state and the issuance of the certificate provided for in subsection (1), the association is considered to be fully organized and may engage in business.
History: En. Sec. 873, Civ. C. 1895; re-en. Sec. 4213, Rev. C. 1907; re-en. Sec. 6378, R.C.M. 1921; re-en. Sec. 6378, R.C.M. 1935; amd. Sec. 3, Ch. 273, L. 1955; amd. Sec. 3, Ch. 117, L. 1961; R.C.M. 1947, 14-204(part); amd. Sec. 32, Ch. 174, L. 1983; amd. Sec. 5, Ch. 109, L. 2001.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 15. Cooperative Associations › Part 2. Formation -- Articles of Incorporation -- Bylaws › 35-15-205. Amendment of articles of incorporation -- fee

35-15-205. Amendment of articles of incorporation -- fee.
At any time after the filing of the certificate of complete organization, the articles of incorporation may be amended. Any amendment of the articles of incorporation must be first approved by two-thirds of the directors and then adopted by a vote of not less than two-thirds of those stockholders voting on the issue at any regular meeting of the stockholders or at a special meeting of the stockholders called for that purpose. A certificate setting forth the amendment must be executed on behalf of the association by its president or vice president and attested to by its secretary. The certificate must be filed in the office of the secretary of state, who shall issue a certificate of amendment of the articles of incorporation, for which the secretary of state must receive a fee that is set and deposited in accordance with 2-15-405.
History: En. Sec. 873, Civ. C. 1895; re-en. Sec. 4213, Rev. C. 1907; re-en. Sec. 6378, R.C.M. 1921; re-en. Sec. 6378, R.C.M. 1935; amd. Sec. 3, Ch. 273, L. 1955; amd. Sec. 3, Ch. 117, L. 1961; R.C.M. 1947, 14-204(part); amd. Sec. 33, Ch. 174, L. 1983; amd. Sec. 6, Ch. 109, L. 2001; amd. Secs. 26, 29(2), Ch. 396, L. 2001.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 15. Cooperative Associations › Part 2. Formation -- Articles of Incorporation -- Bylaws › 35-15-206. Bylaws

35-15-206. Bylaws.
All bylaws shall be adopted by the stockholders of the association and may be amended at a meeting of the stockholders by a majority of those stockholders voting thereon or as otherwise provided in the bylaws. Amendments of the bylaws shall be fully effective upon adoption as provided herein and need not be filed in the office of the secretary of state or county clerk.
History: En. Sec. 875, Civ. C. 1895; re-en. Sec. 4215, Rev. C. 1907; re-en. Sec. 6380, R.C.M. 1921; re-en. Sec. 6380, R.C.M. 1935; amd. Sec. 4, Ch. 273, L. 1955; R.C.M. 1947, 14-206(part).
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 15. Cooperative Associations › Part 2. Formation -- Articles of Incorporation -- Bylaws › 35-15-210. Fees for filing, copying, and services

35-15-210. Fees for filing, copying, and services.
(1) The secretary of state shall establish by rule fees for filing documents and issuing certificates as required by this chapter.
(2) The secretary of state shall establish by rule fees for copying documents, priority handling, transmitting or filing facsimile copies, and providing computer-generated information.
(3) The fees prescribed under this section must be reasonably related to the costs of processing the documents and providing the services. The secretary of state shall maintain records sufficient to support the fees established under this section.
History: En. Sec. 4, Ch. 109, L. 2001.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 15. Cooperative Associations › Part 2. Formation -- Articles of Incorporation -- Bylaws › 35-15-211. Filing of facsimile copy

35-15-211. 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. 10, Ch. 290, L. 1997.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 15. Cooperative Associations › Part 3. Shareholders, Directors, and Officers › 35-15-301. Increase of membership

35-15-301. Increase of membership.
An association licensed to operate under this chapter may, by a majority of its stockholders, increase its membership in such manner as may be provided in its bylaws, not inconsistent with any of the provisions of this chapter.
History: En. Sec. 879, Civ. C. 1895; re-en. Sec. 4219, Rev. C. 1907; re-en. Sec. 6384, R.C.M. 1921; re-en. Sec. 6384, R.C.M. 1935; R.C.M. 1947, 14-210.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 15. Cooperative Associations › Part 3. Shareholders, Directors, and Officers › 35-15-302. Stockholders' meetings -- place -- time -- call -- notice -- quorum

35-15-302. Stockholders' meetings -- place -- time -- call -- notice -- quorum.
(1) Unless the bylaws provide otherwise, stockholders' meetings must be held at the principal office or another place as the board may determine.
(2) An annual stockholders' meeting must be held at the time fixed in or pursuant to the bylaws. In the absence of a bylaw provision, the meeting must be held within 6 months after the close of the fiscal year at the call of the president or board.
(3) Special stockholders' meetings may be called by the president, board, or stockholders having one-fifth of the votes entitled to be cast at the meeting.
(4) Written or electronic notice stating the place, day, and hour, and in case of a special stockholders' meeting the purposes for which the meeting is called, must be given not less than 7 or more than 30 days before the meeting at the direction of the person calling the meeting.
(5) At any meeting at which stockholders are to be represented by delegates, notice to the stockholders may be given by notifying the delegates and their alternates. Notice may consist of a notice to all stockholders or may be in the form of an announcement at the meeting at which the delegates or alternates are elected.
(6) A quorum at a regular or special meeting must be as provided in the association's articles or bylaws. If the articles or bylaws do not define a quorum, 10% of the first 100 stockholders plus 5% of any additional stockholders present in person must constitute a quorum. Stockholders represented by signed vote may be counted in computing a quorum only on those questions as to which the signed vote is taken.
History: En. Sec. 872, Civ. C. 1895; re-en. Sec. 4212, Rev. C. 1907; re-en. Sec. 6377, R.C.M. 1921; re-en. Sec. 6377, R.C.M. 1935; amd. Sec. 2, Ch. 273, L. 1955; amd. Sec. 1, Ch. 342, L. 1973; R.C.M. 1947, 14-203(2); amd. Sec. 4, Ch. 277, L. 2023.