reglab/statecodes huggingface dataset:
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 9. Dissolution › 35-8-902. Judicial dissolution

35-8-902. Judicial dissolution.
(1) On application by or for a member or a dissociated member, a district court may order dissolution of a limited liability company, or other appropriate relief, when:
(a) the economic purpose of the company is likely to be unreasonably frustrated;
(b) another member has engaged in conduct relating to the company's business that makes it not reasonably practicable to carry on the company's business with that member remaining as a member;
(c) it is not otherwise reasonably practicable to carry on the company's business in conformity with the articles of organization and the operating agreement;
(d) the company failed to purchase the petitioner's distributional interest as required by 35-8-805; or
(e) the members or managers in control of the company have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent, or unfairly prejudicial to the petitioner.
(2) On application by a transferee of a member's interest, a district court may determine that it is equitable to wind up the company's business:
(a) after the expiration of the specified term, if the company was for a specified term at the time that the applicant became a transferee by member dissociation, transfer, or entry of a charging order that gave rise to the transfer; or
(b) at any time, if the company was at will at the time that the applicant became a transferee by member dissociation, transfer, or entry of a charging order that gave rise to the transfer.
(3) Whenever it is not reasonably practicable to carry on the business of a series of members in conformity with the articles of organization or operating agreement and upon application by or for a member of the series of members, a district court may decree only the termination of the series of members and may not decree the dissolution of the limited liability company.
History: En. Sec. 47, Ch. 120, L. 1993; amd. Sec. 38, Ch. 302, L. 1999; amd. Sec. 13, Ch. 183, L. 2013.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 9. Dissolution › 35-8-903. Winding up

35-8-903. Winding up.
(1) Except as otherwise provided in the articles of organization or the operating agreement, the business or affairs of the limited liability company may be wound up:
(a) by the members or managers who have authority under 35-8-304 to manage the limited liability company prior to dissolution; or
(b) if one or more of the members or managers have engaged in wrongful conduct or upon other cause shown, by the district court on application of any member or any member's legal representative or assignee.
(2) The persons winding up the business or affairs of the limited liability company may, in the name of and for and on behalf of the limited liability company:
(a) prosecute and defend suits;
(b) settle and close the business of the limited liability company;
(c) dispose of and transfer the property of the limited liability company;
(d) discharge the liabilities of the limited liability company; and
(e) distribute to the members any remaining assets of the limited liability company.
History: En. Sec. 48, Ch. 120, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 9. Dissolution › 35-8-904. Agency power and liability of members or managers after dissolution

35-8-904. Agency power and liability of members or managers after dissolution.
(1) Except as provided in subsections (3) through (5), after an event causing dissolution of the limited liability company, a member may bind the limited liability company:
(a) by an act appropriate for winding up the limited liability company's affairs or completing transactions unfinished at dissolution; and
(b) by any transaction that would have bound the limited liability company, if it had not been dissolved, if the other party to the transaction does not have notice of the dissolution.
(2) The filing of the articles of termination is presumed to constitute notice of dissolution for purposes of subsection (1)(b).
(3) An act of a member that would not otherwise be binding on the limited liability company under subsection (1) is binding if it is authorized by the limited liability company.
(4) An act of a member that would be binding under subsection (1) or would be otherwise authorized and that is in contravention of a restriction on authority may not bind the limited liability company to persons having knowledge of the restriction.
(5) If the articles of organization vest management of the limited liability company in managers, a manager may exercise the authority of a member under subsection (1) and a member may not exercise the authority if the member is acting solely in the capacity of a member.
(6) A member or manager who, with knowledge of the dissolution, subjects a limited liability company to liability by an act that is not appropriate for the winding up of the company's business is liable to the company for any damage caused by the act.
History: En. Sec. 49, Ch. 120, L. 1993; amd. Sec. 39, Ch. 302, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 9. Dissolution › 35-8-905. Distribution of assets

35-8-905. Distribution of assets.
Upon the winding up of a limited liability company, the assets must be distributed as follows:
(1) to creditors, including members and managers who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited liability company, whether by payment or the making of reasonable provision for payment, other than liabilities to members for distributions under 35-8-605;
(2) unless otherwise provided in the articles of organization or an operating agreement, to members and former members in satisfaction of liabilities for distributions under 35-8-605; and
(3) unless otherwise provided in writing in the articles of organization or a written operating agreement, to members first for the return of their contributions and second respecting their limited liability company interests, in the proportions in which the members share in distributions.
History: En. Sec. 50, Ch. 120, L. 1993; amd. Sec. 40, Ch. 302, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 9. Dissolution › 35-8-906. Articles of termination

35-8-906. Articles of termination.
(1) At any time after dissolution and winding up, a limited liability company may terminate its existence by filing with the secretary of state articles of termination stating:
(a) the name of the limited liability company;
(b) the reason for filing the articles of termination;
(c) the effective date of the articles of termination, which must be a date certain, if they are not to be effective upon the filing;
(d) the name of the agent or agents authorized to receive service of process after dissolution or termination of the limited liability company;
(e) the name of the person or persons authorized to wind up the business and authorized to execute documents on behalf of the limited liability company;
(f) the date of the dissolution; and
(g) that the company's business has been wound up and the legal existence of the company has been terminated.
(2) The existence of a limited liability company is terminated upon the filing of the articles of termination or upon a later effective date, if specified in the articles of termination.
History: En. Sec. 51, Ch. 120, L. 1993; amd. Sec. 41, Ch. 302, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 9. Dissolution › 35-8-907. Repealed

35-8-907. Repealed.
Sec. 56, Ch. 302, L. 1999.
History: En. Sec. 52, Ch. 120, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 9. Dissolution › 35-8-908. Known claims against dissolved or terminated limited liability companies

35-8-908. Known claims against dissolved or terminated limited liability companies.
(1) A dissolved or terminated limited liability company may dispose of the known claims against it by following the procedure described in this section.
(2) The dissolved or terminated limited liability company shall notify its known claimants in writing of the dissolution or termination at any time after the effective date of the dissolution or termination. The written notice must:
(a) describe information that must be included in a claim;
(b) provide a mailing address where a claim may be sent;
(c) state the deadline, which may not be less than 120 days from the later of the effective date of the written notice or the filing of the articles of termination pursuant to 35-8-906, by which the dissolved or terminated limited liability company must receive the claim; and
(d) state that the claim will be barred if not received by the deadline.
(3) A claim against the dissolved or terminated limited liability company is barred:
(a) if a claimant who was given written notice under subsection (2) does not deliver the claim to the dissolved or terminated limited liability company by the deadline; or
(b) if a claimant whose claim was rejected by the dissolved or terminated limited liability company does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice.
(4) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of the dissolution or termination.
History: En. Sec. 53, Ch. 120, L. 1993; amd. Sec. 42, Ch. 302, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 9. Dissolution › 35-8-909. Unknown claims against dissolved or terminated limited liability companies

35-8-909. Unknown claims against dissolved or terminated limited liability companies.
(1) Subject to 35-8-908 and subsections (2) through (5) of this section, the dissolution or termination of a limited liability company, including dissolution by the expiration of its term, does not take away or impair any remedy available to or against the limited liability company or its members or managers for any claim or right, whether or not the claim or right existed or accrued prior to dissolution or termination. A proceeding by or against the limited liability company may be prosecuted or defended by the limited liability company in its name. The members and managers have power to take action as appropriate to protect the remedy, right, or claim.
(2) A dissolved or terminated limited liability company may publish notice of its dissolution or termination and request that persons having claims against it present the claims in accordance with the notice.
(3) The notice must:
(a) be published at least once in a newspaper of general circulation in the county in which the dissolved or terminated limited liability company's principal office is located or, if there is none in this state, then in the county in which its designated office is or was last located;
(b) describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; and
(c) state that a claim against the limited liability company is barred unless a proceeding to enforce the claim is commenced within 5 years after publication of the notice.
(4) If a dissolved or terminated limited liability company publishes a notice in accordance with subsection (3), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved or terminated company within 5 years after the publication date of the notice:
(a) a claimant who did not receive written notice under 35-8-908;
(b) a claimant whose claim was timely sent to the dissolved or terminated company but not acted on; and
(c) a claimant whose claim is contingent on or based on an event occurring after the effective date of dissolution or termination.
(5) A claim not barred under this section may be enforced:
(a) against the dissolved or terminated limited liability company, to the extent of its undistributed assets; or
(b) if the assets have been distributed in liquidation, against a member of the dissolved or terminated company to the extent of the member's proportionate share of the claim or the company's assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total amount of assets distributed to the member.
History: En. Sec. 54, Ch. 120, L. 1993; amd. Sec. 43, Ch. 302, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 9. Dissolution › 35-8-911. Repealed

35-8-911. Repealed.
Secs. 68, 70, Ch. 240, L. 2007.
History: En. Sec. 44, Ch. 302, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 9. Dissolution › 35-8-912. Reinstatement following administrative dissolution

35-8-912. Reinstatement following administrative dissolution.
(1) A limited liability company administratively dissolved under the provisions of 35-8-209 may apply to the secretary of state for reinstatement within 5 years after the effective date of dissolution to restore its right to carry on business in this state and to exercise all its privileges and immunities. A limited liability company applying for reinstatement shall submit to the secretary of state an official application, executed by a person who was a member or manager at the time of dissolution, setting forth:
(a) the name and business mailing address of the limited liability company;
(b) a statement that the assets of the limited liability company have not been liquidated;
(c) a statement that a majority of its members have authorized the application for reinstatement; and
(d) if its name has been legally acquired by another entity prior to its application for reinstatement, the name under which the limited liability company desires to be reinstated.
(2) The limited liability company shall submit with its application for reinstatement:
(a) a certificate from the department of revenue stating that all taxes imposed pursuant to Title 15 have been paid unless a limited liability company has only one member and has not elected to be taxed as a corporation; and
(b) all annual reports not yet filed with the secretary of state.
(3) When all requirements of subsections (1) and (2) are met and the secretary of state reinstates the limited liability company, the secretary of state shall:
(a) conform and file in the office of the secretary of state reports, statements, and other instruments submitted for reinstatement;
(b) immediately issue and deliver to the reinstated limited liability company a certificate of reinstatement authorizing it to transact business; and
(c) upon demand and receipt of the specified fee, issue to the limited liability company one or more certified copies of the certificate of reinstatement.
(4) The secretary of state may not order a reinstatement if 5 years have elapsed since the date of dissolution.
(5) A restoration of limited liability company rights pursuant to this section relates back to the date the limited liability company was administratively dissolved, and the limited liability company is considered to have been an existing legal entity from the date of its original organization.
History: En. Sec. 45, Ch. 302, L. 1999; amd. Sec. 16, Ch. 75, L. 2003; amd. Secs. 1, 2, Ch. 355, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 9. Dissolution › 35-8-913. Appeal from denial of reinstatement

35-8-913. Appeal from denial of reinstatement.
(1) If the secretary of state denies a limited liability company's application for reinstatement following administrative dissolution, the secretary of state shall deliver a notice to the company that explains the reason or reasons for the denial.
(2) The company may appeal the denial of reinstatement to a district court within 30 days after delivery of the notice of denial. The company shall appeal by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the company's application for reinstatement, and the secretary of state's notice of denial.
(3) The court may summarily order the secretary of state to reinstate the dissolved company or may take other action that the court considers appropriate.
(4) The court's final decision may be appealed as in other civil proceedings.
History: En. Sec. 46, Ch. 302, L. 1999; amd. Sec. 10, Ch. 23, L. 2017.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 9. Dissolution › 35-8-914. Involuntary dissolution -- procedure

35-8-914. Involuntary dissolution -- procedure.
(1) A limited liability company that is guilty of any of the actions or omissions described in 35-8-209(1) is in default. By reason of the default, the limited liability company may be involuntarily dissolved by order of the secretary of state, thereby forfeiting its right to transact any business in this state.
(2) On or before September 1 of each year, the secretary of state shall compile a list of defaulting limited liability companies, together with the amount of any filing fee, penalty, or costs remaining unpaid.
(3) The secretary of state shall give notice to the defaulting limited liability companies by:
(a) delivering a letter addressed to the limited liability company in care of its registered agent or any director or officer; or
(b) publication of a general notice to all Montana limited liability companies once a month for 3 consecutive months in a newspaper of general circulation in Lewis and Clark County.
(4) The notice referred to in subsection (3) must specify the fact of the proposed dissolution and state that unless the grounds for dissolution described in 35-8-209 have been rectified within 90 days following the delivery or publication of notice:
(a) the secretary of state will dissolve the defaulting limited liability company;
(b) a defaulting limited liability company will forfeit the amount of any tax, penalty, or costs to the state of Montana; and
(c) a defaulting limited liability company will forfeit its right to carry on business within the state.
(5) After 90 days following delivery or publication of each notice, the secretary of state may, by order, dissolve a limited liability company that has not satisfied the requirements of applicable law and compile a full and complete list containing the names of all limited liability companies that have been so dissolved. The secretary of state shall immediately give notice to the dissolved limited liability companies as specified in subsection (3).
(6) In the case of involuntary dissolution, all the property and assets of a dissolved limited liability company must be held in trust by the members or managers of the limited liability company and the limited liability company may carry on business only as necessary to wind up and liquidate its business and affairs under 35-8-901 and to notify claimants under 35-8-908 and 35-8-909.
(7) The administrative dissolution of a limited liability company does not terminate the authority of its registered agent for service of process.
History: En. Sec. 8, Ch. 23, L. 2017.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 10. Foreign Limited Liability Companies › 35-8-1001. Authority to transact business required

35-8-1001. Authority to transact business required.
(1) A foreign limited liability company may not transact business in this state until it obtains a certificate of authority from the secretary of state.
(2) The following activities, among others, do not constitute transacting business within the meaning of subsection (1):
(a) maintaining, defending, or settling any proceeding;
(b) holding meetings of the members or managers or carrying on other activities concerning internal affairs of the limited liability company;
(c) maintaining bank accounts;
(d) maintaining offices or agencies for the transfer, exchange, and registration of the limited liability company's own securities or maintaining trustees or depositaries with respect to those securities;
(e) selling through independent contractors;
(f) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(g) creating or acquiring indebtedness, mortgages, and security interests in real or personal property;
(h) securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
(i) owning real or personal property that is acquired incident to activities described in subsection (2)(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 function of the limited liability company;
(j) conducting an isolated transaction that is completed within 30 days and that is not a transaction in the course of repeated transactions of a similar nature; or
(k) transacting business in interstate commerce.
(3) The list of activities in subsection (2) is not exhaustive.
(4) Except as provided in subsection (2), a foreign limited liability company is transacting business within the meaning of subsection (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 apply for and receive a certificate of authority to transact business before entering into the contract. The secretary of state shall deliver a notice to the contracting parties regarding the requirement that a foreign limited liability company obtain a certificate of authority. The foreign limited liability company must be allowed 30 days from the date of the notice to obtain the certificate of authority, and an existing contract may not be voided prior to the expiration of the 30 days. This subsection does not apply to goods or services prepared out of state for delivery or use in this state.
History: En. Sec. 55, Ch. 120, L. 1993; amd. Sec. 3, Ch. 363, L. 1999; amd. Sec. 11, Ch. 23, L. 2017.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 10. Foreign Limited Liability Companies › 35-8-1002. Consequences of transacting business without authority

35-8-1002. Consequences of transacting business without authority.
(1) A foreign limited liability company transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.
(2) The successor to a foreign limited liability company that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign limited liability company or its successor obtains a certificate of authority.
(3) A court may stay a proceeding commenced by a foreign limited liability company or its successor or assignee until it determines whether the foreign corporation or its successor or assignee requires a certificate of authority. If it determines that a certificate is required, the court may further stay the proceeding until the foreign limited liability company or its successor obtains the certificate.
(4) A foreign limited liability company is liable for a civil penalty of $5 for each day, but not to exceed a total of $1,000 for each year, that it transacts business in this state without a certificate of authority. The attorney general may collect all penalties due under this subsection and deposit them to the general fund.
(5) Notwithstanding the provisions of subsections (1) and (2) and except as provided in subsection (6), the failure of a foreign limited liability company to obtain a certificate of authority does not impair the validity of its acts or prevent it from defending any proceeding in this state.
(6) A contract between the state of Montana, an agency of the state, or a political subdivision of the state and a foreign limited liability company that has failed to obtain a certificate of authority, as required under 35-8-1001, is voidable by the state, the contracting state agency, or the contracting political subdivision.
History: En. Sec. 56, Ch. 120, L. 1993; amd. Sec. 4, Ch. 363, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 10. Foreign Limited Liability Companies › 35-8-1003. Application for certificate of authority

35-8-1003. Application for certificate of authority.
A foreign limited liability company may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. The application must set forth:
(1) the name of the foreign limited liability company or, if its name is unavailable for use in this state, a name that satisfies the requirements of 35-8-1009;
(2) the name of the jurisdiction under whose law it is organized;
(3) its date of organization and period of duration;
(4) the business mailing address of its principal office, wherever located;
(5) the information required by 35-7-105(1);
(6) the names and business mailing addresses of its current managers, if different from its members;
(7) a statement that the foreign limited liability company has complied with the organizational laws in the jurisdiction in which it is organized and that the foreign limited liability company exists in that jurisdiction; and
(8) if the foreign limited liability company has one or more series of members, the name of each series of members. A copy of the operating agreement of each series of members must be included with the application.
History: En. Sec. 57, Ch. 120, L. 1993; amd. Sec. 60, Ch. 240, L. 2007; amd. Sec. 19, Ch. 26, L. 2011; amd. Sec. 8, Ch. 42, L. 2015; amd. Sec. 5, Ch. 166, L. 2015.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 10. Foreign Limited Liability Companies › 35-8-1004. Repealed

35-8-1004. Repealed.
Secs. 68, 70, Ch. 240, L. 2007.
History: En. Sec. 58, Ch. 120, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 10. Foreign Limited Liability Companies › 35-8-1005. Repealed

35-8-1005. Repealed.
Secs. 68, 70, Ch. 240, L. 2007.
History: En. Sec. 59, Ch. 120, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 10. Foreign Limited Liability Companies › 35-8-1006. Repealed

35-8-1006. Repealed.
Secs. 68, 70, Ch. 240, L. 2007.
History: En. Sec. 60, Ch. 120, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 10. Foreign Limited Liability Companies › 35-8-1007. Amended certificate of authority

35-8-1007. Amended certificate of authority.
(1) A foreign limited liability company authorized to transact business in this state shall obtain an amended certificate of authority from the secretary of state if it changes:
(a) its name;
(b) the period of its duration; or
(c) the state, tribe, or country of its organization.
(2) The requirements of 35-8-1003 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.
History: En. Sec. 61, Ch. 120, L. 1993; amd. Sec. 20, Ch. 280, L. 2015.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 10. Foreign Limited Liability Companies › 35-8-1008. Effect of certificate of authority

35-8-1008. Effect of certificate of authority.
(1) A certificate of authority issued by the secretary of state authorizes a foreign limited liability company to transact business in this state subject to the right of the state to revoke the certificate as provided in this part.
(2) A foreign limited liability company with a valid certificate of authority has the same rights and privileges as a domestic company of similar character and, except as otherwise provided by this part, is subject to the same duties, restrictions, penalties, and liabilities imposed on a domestic limited liability company of similar character.
(3) This part does not authorize the state to regulate the organization or internal affairs of a foreign limited liability company authorized to transact business in the state.
History: En. Sec. 62, Ch. 120, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 10. Foreign Limited Liability Companies › 35-8-1009. Name

35-8-1009. Name.
A certificate of authority may not be issued to a foreign limited liability company unless the name of the company satisfies the requirements of 35-8-103. If the name of a foreign limited liability company does not satisfy the requirements of 35-8-103, to obtain or maintain a certificate of authority:
(1) the foreign limited liability company may add the words "limited company", the abbreviation "l.l.c.", or the abbreviation "l.c." to its name for use in this state; or
(2) if its real name is unavailable, the foreign limited liability company may use an assumed business name that is available and that satisfies the requirements of 35-8-208 if it files the assumed business name with the secretary of state.
History: En. Sec. 63, Ch. 120, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 10. Foreign Limited Liability Companies › 35-8-1010. Withdrawal of foreign limited liability company

35-8-1010. Withdrawal of foreign limited liability company.
(1) A foreign limited liability company authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the secretary of state.
(2) A foreign limited liability company authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the secretary of state for filing. The application must set forth:
(a) the name of the foreign limited liability company and the name of the state, tribe, or country under whose law it is organized;
(b) that it is not transacting business in this state and that it surrenders its authority to transact business in this state;
(c) that it revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;
(d) a mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subsection (3);
(e) a commitment to notify the secretary of state in the future of any change in its mailing address;
(f) that all taxes imposed on the foreign limited liability company by 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.
(g) additional information as may be necessary or appropriate to enable the secretary of state to determine and assess any unpaid fees or taxes payable by the foreign limited liability company.
(3) After the withdrawal of the foreign limited liability company is effective, service of process on the secretary of state under this section is service on the foreign limited liability company. Upon receipt of process, the secretary of state shall mail a copy of the process to the foreign limited liability company at the mailing address set forth under subsection (2).
History: En. Sec. 64, Ch. 120, L. 1993; amd. Sec. 21, Ch. 280, L. 2015.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 10. Foreign Limited Liability Companies › 35-8-1011. Grounds for revocation

35-8-1011. Grounds for revocation.
The secretary of state may commence a proceeding under 35-8-1012 to revoke the certificate of authority of a foreign limited liability company authorized to transact business in this state if:
(1) the foreign limited liability company does not deliver its annual report to the secretary of state within 140 days after it is due;
(2) the foreign limited liability company is without a registered agent or registered office in this state for 60 days or more;
(3) the foreign limited liability company does not inform the secretary of state that its registered agent has changed or resigned within 60 days of the change or resignation; or
(4) the secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of company records in the state, tribe, or country under whose law the foreign limited liability company is organized, stating that it has been dissolved or disappeared as the result of a merger.
History: En. Sec. 65, Ch. 120, L. 1993; amd. Sec. 61, Ch. 240, L. 2007; amd. Sec. 22, Ch. 280, L. 2015.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 10. Foreign Limited Liability Companies › 35-8-1012. Procedure for and effect of revocation

35-8-1012. Procedure for and effect of revocation.
(1) If the secretary of state determines that one or more grounds exist under 35-8-1011 for revocation of a certificate of authority, the secretary of state shall deliver a notice to the foreign limited liability company of the secretary of state's determination.
(2) If the foreign limited liability company does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within 60 days after delivery of the notice, the secretary of state may revoke the foreign limited liability company's certificate of authority by signing a certificate of revocation that states the ground or grounds for revocation and the effective date of the revocation. The secretary of state shall file the original of the certificate and deliver a copy to the foreign limited liability company.
(3) The authority of a foreign limited liability company to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.
(4) The secretary of state's revocation of a foreign limited liability company's certificate of authority appoints the secretary of state as the foreign limited liability company's agent for service of process in any proceeding based on a cause of action that arose during the time the foreign limited liability company was authorized to transact business in this state. Service of process on the secretary of state under this subsection is service on the foreign limited liability company. Upon receipt of process, the secretary of state shall deliver a copy of the process to the secretary of the foreign limited liability company at its principal office shown in its most recent annual report or in any subsequent communication received from the foreign limited liability company, stating the current mailing address of its principal office or, if no report or communication is on file, in its application for a certificate of authority.
(5) Revocation of a foreign limited liability company's certificate of authority does not terminate the authority of the registered agent of the foreign limited liability company.
History: En. Sec. 66, Ch. 120, L. 1993; amd. Sec. 12, Ch. 23, L. 2017.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 10. Foreign Limited Liability Companies › 35-8-1013. Appeal from revocation

35-8-1013. Appeal from revocation.
(1) A foreign limited liability company may appeal the secretary of state's revocation of its certificate of authority to the district court within 30 days after service of the certificate of revocation is mailed. The foreign limited liability company may appeal by petitioning the court to set aside the revocation and by attaching to the petition copies of its certificate of authority and the secretary of state's certificate of revocation.
(2) The court may summarily order the secretary of state to reinstate the certificate of authority or may take any other action the court considers appropriate.
(3) The court's final decision may be appealed as in other civil proceedings.
History: En. Sec. 67, Ch. 120, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 10. Foreign Limited Liability Companies › 35-8-1014. Admission of foreign professional limited liability companies -- application -- revocation

35-8-1014. Admission of foreign professional limited liability companies -- application -- revocation.
(1) A foreign professional limited liability company is entitled to a certificate of authority to transact business in this state only if:
(a) the name of the foreign professional limited liability company meets the requirements of 35-8-1302;
(b) the foreign professional limited liability company is organized only for purposes for which a professional limited liability company may be organized under part 13 of this chapter; and
(c) all the members and not less than one-half of the managers of the foreign professional limited liability company are qualified persons with respect to the foreign professional limited liability company.
(2) Notwithstanding 35-8-1001, a foreign professional limited liability company may not be required to obtain a certificate of authority to transact business in this state unless it maintains an office in this state for the conduct of business or professional practice.
(3) The application for a certificate of authority must include a statement that all the members and not less than one-half of the managers are licensed in at least one state or territory or the District of Columbia to render a professional service described in the statement of purposes of the foreign professional limited liability company.
(4) The certificate of authority may be revoked by the secretary of state if the foreign professional limited liability company fails to comply with any provision of part 13 of this chapter. The licensing authority shall certify to the secretary of state, from time to time, the names of all foreign professional limited liability companies that have given cause for revocation, together with the pertinent facts, and shall concurrently mail to each foreign professional limited liability company through its registered agent a notice that the certification has been made. A certificate of authority of a foreign professional limited liability company may not be revoked unless there have been both 60 days' notice of intent to revoke and a failure to correct the noncompliance during the 60 days.
(5) A foreign professional limited liability company is subject to all other provisions of part 13 of this chapter not inconsistent with this section.
History: En. Sec. 68, Ch. 120, L. 1993; amd. Sec. 62, Ch. 240, L. 2007.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 11. Suits by and Against the Limited Liability Company › 35-8-1101. Suits by and against limited liability company

35-8-1101. Suits by and against limited liability company.
Suit may be brought by or against a limited liability company in its own name.
History: En. Sec. 69, Ch. 120, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 11. Suits by and Against the Limited Liability Company › 35-8-1102. Repealed

35-8-1102. Repealed.
Sec. 56, Ch. 302, L. 1999.
History: En. Sec. 70, Ch. 120, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 11. Suits by and Against the Limited Liability Company › 35-8-1103. Repealed

35-8-1103. Repealed.
Secs. 68, 70, Ch. 240, L. 2007.
History: En. Sec. 47, Ch. 302, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 11. Suits by and Against the Limited Liability Company › 35-8-1104. Derivative actions -- proper plaintiff -- pleading -- expenses

35-8-1104. Derivative actions -- proper plaintiff -- pleading -- expenses.
(1) A member of a limited liability company may maintain an action in the right of the company if the members or managers having authority to bring the action have refused to commence the action or an effort to cause those members or managers to commence the action is not likely to succeed.
(2) In a derivative action for a limited liability company, the plaintiff must be a member of the company when the action is commenced and:
(a) must have been a member at the time of the transaction of which the plaintiff complains; or
(b) the plaintiff's status as a member must have devolved upon the plaintiff by operation of law or pursuant to the terms of the operating agreement from a person who was a member at the time of the transaction.
(3) In a derivative action for a limited liability company, the complaint must set forth with particularity the effort of the plaintiff to secure initiation of the action by a member or manager or the reasons for not making the effort.
(4) If a derivative action for a limited liability company is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney fees, and shall direct the plaintiff to remit to the limited liability company the remainder of the proceeds received.
History: En. Sec. 48, Ch. 302, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 12. Merger › 35-8-1201. Merger

35-8-1201. Merger.
(1) Pursuant to a plan of merger approved under subsection (3), a domestic limited liability company may merge with or into one or more limited liability companies, foreign limited liability companies, partnerships, foreign partnerships, limited partnerships, foreign limited partnerships, or other domestic or foreign entities. In the case of a merger with a foreign business entity, the merger must be permitted by the laws of the jurisdiction in which the foreign entity is incorporated or organized.
(2) A plan of merger must set forth:
(a) the name of each entity that is a party to the merger;
(b) the name of the surviving entity into which the other entities will merge;
(c) the type of organization of the surviving entity;
(d) the terms and conditions of the merger;
(e) the manner and basis for converting the interests of each party to the merger into interests or obligations of the surviving entity or into money or other property, in whole or in part; and
(f) the street address of the surviving entity's principal place of business.
(3) A plan of merger must be approved:
(a) in the case of a limited liability company that is a party to the merger, by all of the members or by a number or percentage of members specified in the operating agreement;
(b) in the case of a foreign limited liability company that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the foreign limited liability company is organized;
(c) in the case of a domestic partnership or domestic limited partnership that is a party to the merger, by the vote required for approval of a conversion under 35-8-1210(2); and
(d) in the case of any other entities that are parties to the merger, by the vote required for approval of a merger by the law of this state or of the state or foreign jurisdiction in which the entity is organized and, in the absence of any requirement, by all the owners of interests in the entity.
(4) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.
(5) The merger is effective upon the filing of the articles of merger with the secretary of state or at a later date as the articles may provide.
History: En. Sec. 71, Ch. 120, L. 1993; amd. Sec. 49, Ch. 302, L. 1999.