reglab/statecodes huggingface dataset:
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 8. Foreign Corporations › 35-2-822. Application for certificate of authority

35-2-822. Application for certificate of authority.
A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state. The application must set forth:
(1) the name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of 35-2-826;
(2) the name of the state, tribe, or country under whose law it is incorporated;
(3) the date of incorporation and period of duration;
(4) the business mailing address of its principal office;
(5) the information required by 35-7-105(1);
(6) the names and business mailing addresses of its current directors and officers;
(7) whether the foreign corporation has members;
(8) whether the foreign corporation, if it had been incorporated in this state, would be a public benefit corporation, mutual benefit corporation, or religious corporation;
(9) the purpose or purposes of the foreign corporation that it proposes to pursue in the transaction of business in this state; and
(10) 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. 149, Ch. 411, L. 1991; amd. Sec. 45, Ch. 240, L. 2007; amd. Sec. 13, Ch. 26, L. 2011; amd. Sec. 6, Ch. 42, L. 2015; amd. Sec. 11, Ch. 280, L. 2015.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 8. Foreign Corporations › 35-2-823. Amended certificate of authority

35-2-823. Amended certificate of authority.
(1) A foreign corporation authorized to transact business in this state shall obtain an amended certificate of authority from the secretary of state if it changes:
(a) its corporate name;
(b) the period of its duration;
(c) any of the information required by 35-7-105(1);
(d) the state, tribe, or country of its incorporation; or
(e) its designation as a public benefit corporation, mutual benefit corporation, or religious corporation.
(2) The requirements of 35-2-822 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.
History: En. Sec. 150, Ch. 411, L. 1991; amd. Sec. 46, Ch. 240, L. 2007; amd. Sec. 12, Ch. 280, L. 2015.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 8. Foreign Corporations › 35-2-824. Effect of certificate of authority

35-2-824. Effect of certificate of authority.
(1) A certificate of authority authorizes the foreign corporation to which it is issued the right to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in this chapter.
(2) A foreign corporation with a valid certificate of authority has the same rights and enjoys the same privileges as a domestic corporation of a similar character and, except as otherwise provided by this chapter, is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on a domestic corporation of a similar character.
(3) This chapter does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.
History: En. Sec. 151, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 8. Foreign Corporations › 35-2-827. Repealed

35-2-827. Repealed.
Secs. 68, 70, Ch. 240, L. 2007.
History: En. Sec. 153, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 8. Foreign Corporations › 35-2-828. Repealed

35-2-828. Repealed.
Secs. 68, 70, Ch. 240, L. 2007.
History: En. Sec. 154, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 8. Foreign Corporations › 35-2-829. Repealed

35-2-829. Repealed.
Secs. 68, 70, Ch. 240, L. 2007.
History: En. Sec. 155, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 8. Foreign Corporations › 35-2-830. Service of process on foreign corporations

35-2-830. Service of process on foreign corporations.
Service of process on a foreign corporation must be effected upon the persons and in the manner provided for by the Montana Rules of Civil Procedure.
History: En. Sec. 156, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 8. Foreign Corporations › 35-2-831. Withdrawal of foreign corporation

35-2-831. Withdrawal of foreign corporation.
(1) A foreign corporation 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 corporation 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 corporation and the name of the state, tribe, or country under whose law it is incorporated;
(b) the fact that it is not transacting business in this state and that it surrenders its authority to transact business in this state;
(c) the fact 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 do 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 (2)(c); and
(e) a commitment to notify the secretary of state, in the future, of any change in the mailing address.
History: En. Sec. 157, Ch. 411, L. 1991; amd. Sec. 1289, Ch. 56, L. 2009; amd. Sec. 13, Ch. 280, L. 2015.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 8. Foreign Corporations › 35-2-832. Grounds for revocation

35-2-832. Grounds for revocation.
(1) The secretary of state may commence a proceeding under 35-2-833 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:
(a) the foreign corporation does not deliver the annual report to the secretary of state within 90 days after it is due;
(b) the foreign corporation does not pay within 90 days after they are due any franchise taxes or penalties imposed by this chapter or other law;
(c) the foreign corporation is without a registered agent in this state for 90 days or more;
(d) the foreign corporation does not inform the secretary of state by an appropriate filing that its registered agent has changed or resigned within 90 days of the change or resignation;
(e) an incorporator, director, officer, or agent of the foreign corporation signed a document that the person knew was false in any material respect, with the intent that the document be delivered to the secretary of state for filing; or
(f) the secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state, tribe, or country under whose law the foreign corporation is incorporated and the certificate states that the foreign corporation has been dissolved or disappeared as the result of a merger.
(2) The attorney general may commence a proceeding under 35-2-833 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:
(a) the corporation has continued to exceed or abuse the authority conferred upon it by law;
(b) the corporation is designated as a foreign public benefit corporation and its corporation assets in this state are being misapplied or wasted; or
(c) the corporation is designated as a foreign public benefit corporation and it is no longer able to carry out its purpose.
History: En. Sec. 158, Ch. 411, L. 1991; amd. Sec. 47, Ch. 240, L. 2007; amd. Sec. 14, Ch. 280, L. 2015.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 8. Foreign Corporations › 35-2-833. Procedure for and effect of revocation

35-2-833. Procedure for and effect of revocation.
(1) The secretary of state, upon determining that one or more grounds exist under 35-2-832 for revocation of a certificate of authority, shall deliver to the foreign corporation written notice of that determination under 35-2-830.
(2) The attorney general, upon determining that one or more grounds exist under 35-2-832(2) for revocation of a certificate of authority, shall request the secretary of state to serve, and the secretary of state shall serve, the foreign corporation with written notice of that determination under 35-2-830.
(3) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the secretary of state or attorney general that each ground for revocation determined by the secretary of state or attorney general does not exist within 60 days after delivering the notice or after service of the notice is perfected under 35-2-830, the secretary of state may revoke the foreign corporation'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 corporation.
(4) The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.
(5) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.
History: En. Sec. 159, Ch. 411, L. 1991; amd. Sec. 6, Ch. 249, L. 1993; amd. Sec. 5, Ch. 23, L. 2017.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 8. Foreign Corporations › 35-2-834. Appeal from revocation

35-2-834. Appeal from revocation.
(1) A foreign corporation may appeal the secretary of state's revocation of its certificate of authority to the district court for the first judicial district within 30 days after the service of the certificate of revocation is perfected under 35-2-830. The foreign corporation shall appeal by petitioning the court to set aside the revocation and 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. 160, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 9. Annual Report -- Corporate Records › 35-2-901. Repealed

35-2-901. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 81, Ch. 198, L. 1967; R.C.M. 1947, 15-2381; amd. Sec. 2, Ch. 153, L. 1989.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 9. Annual Report -- Corporate Records › 35-2-902. Repealed

35-2-902. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 82, Ch. 198, L. 1967; R.C.M. 1947, 15-2382; amd. Sec. 3, Ch. 78, L. 1979.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 9. Annual Report -- Corporate Records › 35-2-903. Repealed

35-2-903. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 85, Ch. 198, L. 1967; R.C.M. 1947, 15-2385.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 9. Annual Report -- Corporate Records › 35-2-904. Annual report for secretary of state

35-2-904. Annual report for secretary of state.
(1) Each domestic corporation and each foreign corporation authorized to transact business in this state shall deliver to the secretary of state, for filing, an annual report on a form prescribed and furnished by the secretary of state that sets forth:
(a) the name of the corporation and the jurisdiction under whose law it is incorporated;
(b) the information required by 35-7-105(1);
(c) the business mailing address of its principal office, wherever located;
(d) the names and business mailing addresses of its directors and principal officers;
(e) a brief description of the nature of its activities; and
(f) whether or not it has members.
(2) The information in the annual report must be current on the date the annual report is executed on behalf of the corporation.
(3) 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 authorized to transact business. Subsequent annual reports must be delivered to the secretary of state between January 1 and April 15.
(4) 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 and return the report to it for correction. If the report is corrected to contain the information required by this section and delivered to the secretary of state within 30 days after the effective date of notice, it is considered to be timely filed.
History: En. Sec. 168, Ch. 411, L. 1991; amd. Sec. 48, Ch. 240, L. 2007; amd. Sec. 14, Ch. 26, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 9. Annual Report -- Corporate Records › 35-2-906. Corporate records

35-2-906. Corporate records.
(1) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors as authorized by 35-2-433(4).
(2) A corporation shall maintain appropriate accounting records.
(3) A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.
(4) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
(5) A corporation shall keep a copy of the following records at its principal office or a location from which the records may be recovered within 2 business days:
(a) its articles or restated articles of incorporation and all amendments to them currently in effect;
(b) its bylaws or restated bylaws and all amendments to them currently in effect;
(c) resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations, and obligations of members or any class or category of members;
(d) the minutes of all meetings of members and the records of all actions approved by the members for the past 3 years;
(e) the financial statements available to members for the past 3 years under 35-2-911;
(f) a list of the names and business or home addresses of its current directors and officers; and
(g) its most recent annual report delivered to the secretary of state under 35-2-904.
History: En. Sec. 161, Ch. 411, L. 1991; amd. Sec. 57, Ch. 10, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 9. Annual Report -- Corporate Records › 35-2-907. Inspection of records by members

35-2-907. Inspection of records by members.
(1) Subject to 35-2-908(3) and subsection (5) of this section, a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in 35-2-906(5) if the member gives the corporation written notice or a written demand at least 5 business days before the date on which the member wishes to inspect and copy.
(2) Subject to subsection (5), a member is entitled to inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (3) and gives the corporation written notice at least 5 business days before the date on which the member wishes to inspect and copy:
(a) excerpts from any records required to be maintained under 35-2-906(1), to the extent not subject to inspection under subsection (1);
(b) accounting records of the corporation; and
(c) subject to 35-2-910, the membership list.
(3) A member may inspect and copy the records identified in subsection (2) only if:
(a) the member's demand is made in good faith and for a proper purpose;
(b) the member describes with reasonable particularity the purpose and the records the member desires to inspect; and
(c) the records are directly connected with this purpose.
(4) This section does not affect:
(a) the right of a member to inspect records under 35-2-535 or, if the member is in litigation with the corporation, to the same extent as any other litigant; or
(b) the power of a court, independent of this chapter, to compel the production of corporate records for examination.
(5) The articles or bylaws of a religious corporation may limit or abolish the right of a member under this section to inspect and copy any corporate record.
History: En. Sec. 162, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 9. Annual Report -- Corporate Records › 35-2-908. Scope of inspection rights

35-2-908. Scope of inspection rights.
(1) A member's agent or attorney has the same inspection and copying rights as the member the agent or attorney represents.
(2) The right to copy records under 35-2-907 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.
(3) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records.
(4) The corporation may comply with a member's demand to inspect the record of members under 35-2-907(2)(c) by providing the member with a list of its members that was compiled no earlier than the date of the member's demand.
History: En. Sec. 163, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 9. Annual Report -- Corporate Records › 35-2-909. Court-ordered inspection

35-2-909. Court-ordered inspection.
(1) If a corporation does not allow a member who complies with 35-2-907(1) to inspect and copy any records required by that subsection to be available for inspection, the district court for the judicial district of the county where the corporation's principal office is located or, if none in this state, in Lewis and Clark County may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the member.
(2) If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with 35-2-907(2) and (3) may apply to the district court for the judicial district of the county where the corporation's principal office is located or, if the principal office is not located in this state, in Lewis and Clark County 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, it shall also order the corporation to pay the member's costs, including reasonable attorney fees, incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded.
(4) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member.
History: En. Sec. 164, Ch. 411, L. 1991; amd. Sec. 49, Ch. 240, L. 2007.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 9. Annual Report -- Corporate Records › 35-2-910. Limitations on use of membership list

35-2-910. Limitations on use of membership list.
(1) Without consent of the board, a membership list or any part of it may not be obtained or used by a person for any purpose unrelated to a member's interest as a member.
(2) Without limiting the generality of the provisions of subsection (1), without the consent of the board a membership list or any part of it may not be:
(a) used to solicit money or property unless the money or property will be used solely to solicit the votes of the members in an election to be held by the corporation;
(b) used for any commercial purpose; or
(c) sold to or purchased by any person.
History: En. Sec. 165, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 9. Annual Report -- Corporate Records › 35-2-911. Financial statements for members

35-2-911. Financial statements for members.
Upon the written request of any member of the corporation, the corporation shall deliver to the member its most recent financial statements showing in reasonable detail its assets and liabilities and the results of the operations.
History: En. Sec. 166, Ch. 411, L. 1991; amd. Sec. 12, Ch. 190, L. 2013.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 9. Annual Report -- Corporate Records › 35-2-912. Report of indemnification to members

35-2-912. Report of indemnification to members.
If a corporation indemnifies or advances expenses to a director under 35-2-447 through 35-2-450 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of members.
History: En. Sec. 167, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 10. Fees and Charges › 35-2-1001. Repealed

35-2-1001. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 83, Ch. 198, L. 1967; amd. Sec. 7, Ch. 152, L. 1969; R.C.M. 1947, 15-2383; amd. Sec. 7, Ch. 202, L. 1979; amd. Sec. 7, Ch. 119, L. 1985.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 10. Fees and Charges › 35-2-1002. Repealed

35-2-1002. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 84, Ch. 198, L. 1967; amd. Sec. 2, Ch. 185, L. 1971; R.C.M. 1947, 15-2384.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 10. Fees and Charges › 35-2-1003. Fees for filing, copying, and services

35-2-1003. Fees for filing, copying, and services.
(1) The secretary of state shall establish fees for the following:
(a) filing documents and issuing certificates as required by this chapter; and
(b) copying documents, priority handling, transmitting or filing facsimile copies, and providing computer-generated information.
(2) The fees authorized in this section must be set and deposited in accordance with 2-15-405.
History: En. Sec. 7, Ch. 411, L. 1991; amd. Sec. 19, Ch. 396, L. 2001.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 11. Secretary of State › 35-2-1101. Repealed

35-2-1101. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 87, Ch. 198, L. 1967; R.C.M. 1947, 15-2387.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 11. Secretary of State › 35-2-1102. Repealed

35-2-1102. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 90, Ch. 198, L. 1967; R.C.M. 1947, 15-2390.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 11. Secretary of State › 35-2-1103. Repealed

35-2-1103. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 88, Ch. 198, L. 1967; R.C.M. 1947, 15-2388.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 11. Secretary of State › 35-2-1104. Repealed

35-2-1104. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 37, Ch. 198, L. 1967; R.C.M. 1947, 15-2337(part).
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 11. Secretary of State › 35-2-1105. Repealed

35-2-1105. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 89, Ch. 198, L. 1967; R.C.M. 1947, 15-2389.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 11. Secretary of State › 35-2-1106. Repealed

35-2-1106. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 1, Ch. 256, L. 1981.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 11. Secretary of State › 35-2-1107. Secretary of state -- powers -- rulemaking

35-2-1107. Secretary of state -- powers -- rulemaking.
(1) The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state's office by this chapter.
(2) The secretary of state may adopt rules to perform the duties required of the secretary of state under this chapter, including establishing necessary fees.
History: En. Sec. 15, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 11. Secretary of State › 35-2-1108. Forms

35-2-1108. Forms.
(1) The secretary of state may by rule prescribe and furnish on request forms or computer formats for:
(a) an application for a certificate of existence;
(b) a foreign corporation's application for a certificate of authority to transact business in this state;
(c) a foreign corporation's application for a certificate of withdrawal;
(d) the annual report; and
(e) other documents required or permitted to be filed by this chapter.
(2) If the secretary of state so requires, use of any of the forms or formats listed in subsection (1) is mandatory.
(3) The secretary of state may by rule prescribe and furnish on request forms or computer formats for other documents required or permitted to be filed by this chapter, but their use is not mandatory.
History: En. Sec. 6, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 11. Secretary of State › 35-2-1109. Filing duty of secretary of state

35-2-1109. Filing duty of secretary of state.
(1) If a document delivered to the office of the secretary of state for filing satisfies the applicable requirements of 35-2-119 and 35-2-120, the secretary of state shall file the document.
(2) The secretary of state shall file a document by stamping or otherwise endorsing on the document "Filed", the secretary of state's official title, and the date and time the secretary of state received the document. Except as provided in 35-2-830, after filing a document, the secretary of state shall deliver a certification letter to the domestic or foreign corporation or its representative as acknowledgment that the document has been filed and the fee has been paid.
(3) If the secretary of state refuses to file a document, the secretary of state shall return the document to the domestic or foreign corporation or its representative within 10 business days after the document was delivered to the secretary of state and include a brief written explanation of the reason for the refusal.
(4) The secretary of state's duty concerning the documents under this section is ministerial. Filing or refusal to file a document does not:
(a) affect the validity or invalidity of the document in whole or in part;
(b) relate to the correctness or incorrectness of information contained in the document; or
(c) create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
(5) The secretary of state may correct errors caused by a filing officer. The error and the correction must be retained in the file containing the document in which the error appeared. For the purposes of this subsection, a filing officer is a person employed in a filing office as defined in 30-9A-102.
History: En. Sec. 10, Ch. 411, L. 1991; amd. Sec. 8, Ch. 71, L. 2005; amd. Sec. 7, Ch. 33, L. 2007; amd. Sec. 50, Ch. 240, L. 2007.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 11. Secretary of State › 35-2-1110. Appeal from secretary of state's refusal to file document

35-2-1110. Appeal from secretary of state's refusal to file document.
(1) If the secretary of state refuses to file a document delivered for filing to the secretary of state's office, the domestic or foreign corporation may appeal the refusal to the district court for the first judicial district. The appeal is commenced by petitioning the court to compel the filing of the document and by attaching to the petition the document and the secretary of state's explanation of the refusal to file.
(2) The court may summarily order the secretary of state to file the document or take other action the court considers appropriate.
(3) The court's final decision may be appealed as in other civil proceedings.
History: En. Sec. 11, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 11. Secretary of State › 35-2-1111. Evidentiary effect of copy of filed document

35-2-1111. Evidentiary effect of copy of filed document.
A certificate attached to a copy of a document, bearing the secretary of state's signature, which may be in facsimile, and the seal of this state, is conclusive evidence that the original document is on file with the secretary of state.
History: En. Sec. 12, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 11. Secretary of State › 35-2-1112. Certificate of existence

35-2-1112. Certificate of existence.
(1) A person may apply to the secretary of state to furnish a certificate of existence for a domestic or foreign corporation.
(2) The certificate of existence must set forth:
(a) the domestic corporation's corporate name or the foreign corporation's corporate name used in this state;
(b) (i) that the domestic corporation is incorporated under the laws of this state, the date of its incorporation, and the period of its duration if less than perpetual; or
(ii) that the foreign corporation is authorized to transact business in this state;
(c) that all fees, taxes, and penalties owed to this state have been paid, if:
(i) payment is reflected in the records of the secretary of state; and
(ii) nonpayment affects the good standing of the domestic or foreign corporation;
(d) that its most recent annual report required by 35-2-904 has been delivered to the secretary of state;
(e) that articles of dissolution have not been filed; and
(f) other facts of record in the office of the secretary of state that may be requested by the applicant.
(3) Subject to any qualification stated in the certificate, a certificate of existence issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign corporation is in good standing in this state.
History: En. Sec. 13, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 12. Reinstatement (Repealed) › 35-2-1201. Repealed

35-2-1201. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 2, Ch. 256, L. 1981; amd. Sec. 50, Ch. 131, L. 1983; amd. Sec. 29, Ch. 174, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 12. Reinstatement (Repealed) › 35-2-1202. Repealed

35-2-1202. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 3, Ch. 256, L. 1981.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 12. Reinstatement (Repealed) › 35-2-1203. Repealed

35-2-1203. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 4, Ch. 256, L. 1981.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 13. Derivative Actions › 35-2-1301. Standing

35-2-1301. Standing.
(1) For purposes of this part, "derivative proceeding" means a civil suit in the right of a domestic corporation or, to the extent provided in 35-2-1307, in the right of a foreign corporation.
(2) A derivative proceeding may be commenced or maintained by a complainant who is:
(a) a director at the time of the bringing of the proceeding; or
(b) a member or members having 5% or more of the voting power or by 50 members, whichever is less. Each member must be a member at the time of the proceeding, including the time of the complained act or omission.
History: En. Sec. 50, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 13. Derivative Actions › 35-2-1302. Demand

35-2-1302. Demand.
A complainant may not commence a derivative proceeding until:
(1) a written demand has been made upon the corporation to take suitable action;
(2) 90 days have expired from the date the demand was made, unless the complainant has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the 90-day period; and
(3) the complainant has notified the attorney general prior to commencing a proceeding if the proceeding involves a public benefit corporation or assets held in charitable trust by a mutual benefit corporation. Notification of the attorney general must be made by mailing the attorney general a copy of the complaint.
History: En. Sec. 51, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 13. Derivative Actions › 35-2-1303. Stay of proceedings

35-2-1303. Stay of proceedings.
If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for any period the court considers appropriate.
History: En. Sec. 52, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 13. Derivative Actions › 35-2-1304. Dismissal

35-2-1304. Dismissal.
(1) The court shall dismiss a derivative proceeding on motion by the corporation if one of the groups specified in subsection (2) or (6) has determined in good faith, after conducting a reasonable inquiry upon which its conclusions are based, that the maintenance of the derivative proceeding is not in the best interests of the corporation.
(2) Unless a panel is appointed pursuant to subsection (6), the determination in subsection (1) must be made by:
(a) a majority vote of independent directors present at a meeting of the board of directors if independent directors constitute a quorum; or
(b) a majority vote of a committee consisting of two or more independent directors appointed by majority vote of independent directors present at a meeting of the board of directors, whether or not the independent directors constitute a quorum.
(3) None of the following may by itself cause a director to be considered not independent for purposes of this section:
(a) the nomination or election of the director by persons who are defendants in the derivative proceeding or against whom action is demanded;
(b) the naming of the director as a defendant in the derivative proceeding or as a defendant against whom action is demanded; or
(c) the approval by the director of the act being challenged in the derivative proceeding or demand if the act did not result in personal benefit to the director.
(4) If a derivative proceeding is commenced after a determination has been made rejecting a demand by a complainant, the complaint must allege with particularity facts establishing either that a majority of the board of directors did not consist of independent directors at the time the determination was made or that the requirements of subsection (1) have not been met.
(5) If a majority of the board of directors does not consist of independent directors at the time the determination is made, the corporation has the burden of proving that the requirements of subsection (1) have been met. If a majority of the board of directors consists of independent directors at the time the determination is made, the complainant has the burden of proving that the requirements of subsection (1) have not been met.
(6) Upon motion by the corporation, the court may appoint a panel of one or more independent persons to make a determination of whether the maintenance of the derivative proceeding is in the best interests of the corporation. In this case, the plaintiff has the burden of proving that the requirements of subsection (1) have not been met.
History: En. Sec. 53, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 13. Derivative Actions › 35-2-1305. Discontinuance or settlement -- notice

35-2-1305. Discontinuance or settlement -- notice.
A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's members or a class of members, the court shall direct that notice be given to the members affected.
History: En. Sec. 54, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 13. Derivative Actions › 35-2-1306. Payment of expenses

35-2-1306. Payment of expenses.
On termination of the derivative proceeding, the court may order:
(1) the corporation to pay the complainant's reasonable expenses, including attorney fees, incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation; or
(2) the complainant to pay any defendant's reasonable expenses, including attorney fees, incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose.
History: En. Sec. 55, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 13. Derivative Actions › 35-2-1307. Applicability to foreign corporations

35-2-1307. Applicability to foreign corporations.
In a derivative proceeding in the right of a foreign corporation, the matter covered by this part is governed by the laws of the jurisdiction of incorporation of the foreign corporation, except for 35-2-1303, 35-2-1305, and 35-2-1306.
History: En. Sec. 56, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 14. Distributions › 35-2-1401. Prohibited distributions -- permitted transactions

35-2-1401. Prohibited distributions -- permitted transactions.
(1) Except as authorized by 35-2-1402, a corporation may not make any distributions.
(2) A public benefit corporation may, subject to the requirements of Title 15, chapter 31, and this chapter, as applicable:
(a) pay reasonable compensation or reimburse reasonable expenses to members, directors, or officers for services rendered; and
(b) confer benefits upon or make contributions to members in conformity with its charitable purposes if after the transaction is completed:
(i) the corporation would be able to pay its debts as they become due in the usual course of its activities; and
(ii) the corporation's total assets would at least equal the sum of its total liabilities.
History: En. Sec. 132, Ch. 411, L. 1991; amd. Sec. 1, Ch. 135, L. 2007.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 14. Distributions › 35-2-1402. Authorized distributions

35-2-1402. Authorized distributions.
(1) A mutual benefit corporation may purchase its memberships if after the purchase is completed:
(a) the corporation would be able to pay its debts as they become due in the usual course of its activities; and
(b) the corporation's total assets would at least equal the sum of its total liabilities.
(2) Corporations may make distributions upon dissolution in conformity with part 7 of this chapter.
History: En. Sec. 133, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 3. Religious Corporations Sole › Part 1. General › 35-3-101. Short title

35-3-101. Short title.
This chapter shall be known and may be cited as the "Montana Religious Corporation Sole Act".
History: En. Sec. 1, Ch. 301, L. 1967; R.C.M. 1947, 15-2401.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 3. Religious Corporations Sole › Part 1. General › 35-3-102. Applicability

35-3-102. Applicability.
The provisions of this chapter shall apply to corporations sole existing on December 31, 1968, or formed in accordance herewith and the Montana Nonprofit Corporation Act shall apply thereto only when not inconsistent with the provisions of this chapter. Foreign corporations sole will likewise be governed by the applicable provisions of the Montana Nonprofit Corporation Act when not inconsistent with the provisions of this chapter.
History: En. Sec. 2, Ch. 301, L. 1967; R.C.M. 1947, 15-2402(part).
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 3. Religious Corporations Sole › Part 1. General › 35-3-103. Repeal of prior act not to affect rights accrued or liabilities incurred

35-3-103. Repeal of prior act not to affect rights accrued or liabilities incurred.
The repeal of a prior act by this chapter shall not affect any right accrued or established or any liability or penalty incurred under the provisions of such act prior to the repeal thereof.
History: En. Sec. 12, Ch. 301, L. 1967; R.C.M. 1947, 15-2412.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 3. Religious Corporations Sole › Part 2. Formation and Operation › 35-3-201. When corporation sole may be created

35-3-201. When corporation sole may be created.
Whenever the rules or discipline of any religious denomination, society, or church permit or require the estate, property, temporalities, and business thereof to be held in the name of or managed by a bishop, chief priest, or presiding elder, it shall be lawful for such bishop, chief priest, or presiding elder of such religious denomination, society, or church to become a corporation sole in the manner herein prescribed.
History: En. Sec. 3, Ch. 301, L. 1967; R.C.M. 1947, 15-2403.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 3. Religious Corporations Sole › Part 2. Formation and Operation › 35-3-202. Articles of incorporation

35-3-202. Articles of incorporation.
(1) The articles of incorporation must set forth:
(a) the name of the corporation;
(b) the period of duration, which may be perpetual;
(c) the name of the religious denomination, society, or church creating the corporation sole;
(d) the name of the bishop, chief priest, or presiding elder whose office is incorporated under this chapter, together with a designation of the boundaries of the territory over which that person presides or over which that person's jurisdiction extends and the facts authorizing the incorporation;
(e) the manner in which any vacancy occurring in the incumbency of the bishop, chief priest, or presiding elder, as required by the rules or discipline of the religious denomination, society, or church, must be filled;
(f) any provisions, not inconsistent with law, that the incorporator elects to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including any provisions for distribution of assets on dissolution or final liquidation;
(g) the address of its principal office and the information specified by 35-7-105(1);
(h) the name and address of the incorporator.
(2) It is not necessary to set forth in the articles of incorporation any of the corporate powers enumerated in this chapter.
(3) The articles must be verified by affidavit of the incorporator, and the incorporator shall also file the original or a copy or translation of the incorporator's commission, certificate, or letters of appointment as bishop, chief priest, or presiding elder, duly attested, and the incorporator's affidavit that the document is a true copy or translation must be considered as sufficient attestation.
History: En. Sec. 4, Ch. 301, L. 1967; R.C.M. 1947, 15-2404; amd. Sec. 51, Ch. 240, L. 2007.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 3. Religious Corporations Sole › Part 2. Formation and Operation › 35-3-203. Effect of issuance of certificate of incorporation

35-3-203. Effect of issuance of certificate of incorporation.
(1) Upon filing the articles of incorporation in the office of the secretary of state with proof of appointment or election of such bishop, chief priest, or presiding elder, the secretary of state must issue to the corporation over the great seal of the state a certificate of incorporation.
(2) Upon the issuance of this certificate, the corporate existence shall begin and such certificate of incorporation shall be conclusive evidence that all conditions precedent required to be performed by the incorporator have been complied with and that the corporation has been incorporated under this chapter, except as against the state in a proceeding to cancel or revoke the certificate of incorporation or for involuntary dissolution of the corporation.
History: En. Sec. 5, Ch. 301, L. 1967; R.C.M. 1947, 15-2405.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 3. Religious Corporations Sole › Part 2. Formation and Operation › 35-3-204. Unauthorized assumption of corporate powers -- liability

35-3-204. Unauthorized assumption of corporate powers -- liability.
All persons who assume to act as a corporation hereunder without authority so to do shall be jointly and severally liable for all debts and liabilities incurred or arising as the result thereof.
History: En. Sec. 11, Ch. 301, L. 1967; R.C.M. 1947, 15-2411.