reglab/statecodes huggingface dataset:
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 6. Involuntary Corporate Dissolution › Part 2. Reinstatement › 35-6-201. Reinstatement of dissolved corporation -- fee

35-6-201. Reinstatement of dissolved corporation -- fee.
(1) The secretary of state may:
(a) reinstate any corporation that has been dissolved under the provisions of this chapter; and
(b) restore to the corporation its right to carry on business in this state and to exercise all its corporate privileges and immunities.
(2) A corporation applying for reinstatement shall submit to the secretary of state the application, executed by a person who was an officer or director at the time of dissolution, setting forth:
(a) the name of the corporation;
(b) a statement that the assets of the corporation have not been liquidated pursuant to 35-2-726 and 35-2-727;
(c) a statement that not less than a majority of its directors have authorized the application for reinstatement; and
(d) if its corporate name has been legally acquired by another corporation prior to its application for reinstatement, the corporate name under which the corporation desires to be reinstated.
(3) The corporation 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;
(b) a filing fee, which must be set and deposited by the secretary of state in accordance with 2-15-405; and
(c) all annual reports not yet filed with the secretary of state.
(4) When all requirements are met and the secretary of state reinstates the corporation to its former rights, the secretary of state shall:
(a) conform and file in the secretary of state's office reports, statements, and other instruments submitted for reinstatement;
(b) immediately issue and deliver to the corporation that is reinstated a certificate of reinstatement authorizing it to transact business; and
(c) upon demand, issue to the corporation one or more certified copies of the certificate of reinstatement.
(5) The secretary of state may not order a reinstatement if 5 years have elapsed since the dissolution.
History: En. 15-2704 by Sec. 4, Ch. 455, L. 1977; R.C.M. 1947, 15-2704(1) thru (4), (6); amd. Sec. 5, Ch. 78, L. 1979; amd. Sec. 51, Ch. 131, L. 1983; amd. Sec. 30, Ch. 174, L. 1983; amd. Sec. 196, Ch. 368, L. 1991; amd. Sec. 172, Ch. 411, L. 1991; amd. Sec. 21, Ch. 396, L. 2001; amd. Sec. 12, Ch. 75, L. 2003; amd. Sec. 250, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 6. Involuntary Corporate Dissolution › Part 2. Reinstatement › 35-6-202. Relation back of corporate rights restored

35-6-202. Relation back of corporate rights restored.
Any restoration of corporate rights pursuant to this chapter relates back to the date the corporation was involuntarily dissolved, and the corporation shall be considered to have been an existing legal entity from the date of its original incorporation.
History: En. 15-2704 by Sec. 4, Ch. 455, L. 1977; R.C.M. 1947, 15-2704(5).
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 6. Involuntary Corporate Dissolution › Part 2. Reinstatement › 35-6-203. Acquisition of new name by corporation upon reinstatement

35-6-203. Acquisition of new name by corporation upon reinstatement.
In all cases where a corporation is dissolved under the provisions of this chapter or has, prior to July 1, 1977, been dissolved under other law and the corporate name of that corporation has been legally acquired by another corporation prior to the application for reinstatement of such dissolved corporation, such dissolved corporation shall in its application for reinstatement submit to the secretary of state some other name under which it desires its corporate existence to be reinstated. If that name is sufficiently distinctive and different from all existing corporations, the secretary of state shall issue to such reinstated corporation a certificate of reinstatement under the new name.
History: En. 15-2705 by Sec. 5, Ch. 455, L. 1977; R.C.M. 1947, 15-2705.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 7. Model Registered Agents Act › Part 1. Registered Agents › 35-7-103. Fees

35-7-103. Fees.
The secretary of state shall by rule set fees for filings and the services provided under this chapter.
History: En. Sec. 3, Ch. 240, L. 2007.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 7. Model Registered Agents Act › Part 1. Registered Agents › 35-7-104. Addresses in filings

35-7-104. Addresses in filings.
Whenever a provision of this chapter other than 35-7-111(1)(d) requires that a filing state an address, the filing must state:
(1) an actual street address or rural route box number in this state; and
(2) a mailing address in this state, if different from the address under subsection (1).
History: En. Sec. 4, Ch. 240, L. 2007.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 7. Model Registered Agents Act › Part 1. Registered Agents › 35-7-105. Appointment of registered agent

35-7-105. Appointment of registered agent.
(1) A registered agent filing must state:
(a) the name of the represented entity's commercial registered agent; or
(b) if the entity does not have a commercial registered agent, the name and address of the entity's noncommercial registered agent.
(2) The appointment of a registered agent pursuant to subsection (1)(a) or (1)(b) is an affirmation by the represented entity that the agent has consented to serve as a registered agent.
(3) The secretary of state shall notify the registered agent as soon as practicable of filings that contain the name of the registered agent. The list must:
(a) be available for at least 14 calendar days; and
(b) state the type of filing and name of the represented entity making the filing.
History: En. Sec. 5, Ch. 240, L. 2007.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 7. Model Registered Agents Act › Part 1. Registered Agents › 35-7-106. Listing of commercial registered agent

35-7-106. Listing of commercial registered agent.
(1) An individual or a domestic or foreign entity may become listed as a commercial registered agent by filing with the secretary of state a commercial registered agent listing statement signed by or on behalf of the person that states:
(a) the name of the individual or the name, type, and jurisdiction of organization of the entity;
(b) that the person is in the business of serving as a commercial registered agent in this state; and
(c) the address of a place of business of the person in this state to which service of process and other notice and documents being served on or sent to entities represented by it may be delivered.
(2) If the name of a person filing a commercial registered agent listing statement is not distinguishable on the records of the secretary of state from the name of another commercial registered agent listed under this section, the person shall adopt a fictitious name that is distinguishable and use that name in its statement and when it does business in this state as a commercial registered agent.
(3) A commercial registered agent listing statement takes effect on filing.
(4) The secretary of state shall note the filing of the commercial registered agent listing statement in the index of filings maintained by the secretary of state for each entity represented by the registered agent at the time of the filing. The statement has the effect of deleting the address of the registered agent from the registered agent filing of each of those entities.
History: En. Sec. 6, Ch. 240, L. 2007.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 7. Model Registered Agents Act › Part 1. Registered Agents › 35-7-107. Termination of listing of commercial registered agent

35-7-107. Termination of listing of commercial registered agent.
(1) A commercial registered agent may terminate its listing as a commercial registered agent by filing with the secretary of state a commercial registered agent termination statement signed by or on behalf of the agent that states:
(a) the name of the agent as currently listed under 35-7-106; and
(b) that the agent is no longer in the business of serving as a commercial registered agent in this state.
(2) A commercial registered agent termination statement takes effect on the 31st day after the day on which it is filed.
(3) The commercial registered agent shall promptly furnish each entity represented by it with notice in a record of the filing of the commercial registered agent termination statement.
(4) When a commercial registered agent termination statement takes effect, the registered agent ceases to be an agent for service of process on each entity formerly represented by it. Until an entity formerly represented by a terminated commercial registered agent appoints a new registered agent, service of process may be made on the entity as provided in 35-7-113. Termination of the listing of a commercial registered agent under this section does not affect any contractual rights a represented entity may have against the agent or that the agent may have against the entity.
History: En. Sec. 7, Ch. 240, L. 2007.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 7. Model Registered Agents Act › Part 1. Registered Agents › 35-7-108. Change of registered agent by entity

35-7-108. Change of registered agent by entity.
(1) A represented entity may change the information currently on file under 35-7-105(1) by filing with the secretary of state a statement of change signed on behalf of the entity that states:
(a) the name of the entity; and
(b) the information that is to be in effect as a result of the filing of the statement of change.
(2) The interest holders or governors of a domestic entity need not approve the filing of:
(a) a statement of change under this section; or
(b) a similar filing changing the registered agent or registered office of the entity in any other jurisdiction.
(3) The appointment of a registered agent pursuant to subsection (1) is an affirmation by the represented entity that the agent has consented to serve as a registered agent.
(4) A statement of change filed under this section takes effect on filing.
(5) As an alternative to using the procedures in this section, a represented entity may change the information currently on file under 35-7-105(1) by amending its most recent registered agent filing in the manner provided by the laws of this state other than this chapter for amending that filing.
History: En. Sec. 8, Ch. 240, L. 2007.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 7. Model Registered Agents Act › Part 1. Registered Agents › 35-7-109. Change of name or address by noncommercial registered agent

35-7-109. Change of name or address by noncommercial registered agent.
(1) If a noncommercial registered agent changes its name or its address as currently in effect with respect to a represented entity pursuant to 35-7-105(1), the agent shall file with the secretary of state, with respect to each entity represented by the agent, a statement of change signed by or on behalf of the agent that states:
(a) the name of the entity;
(b) the name and address of the agent as currently in effect with respect to the entity;
(c) if the name of the agent has changed, its new name; and
(d) if the address of the agent has changed, the new address.
(2) A statement of change filed under this section takes effect on filing.
(3) A noncommercial registered agent shall promptly furnish the represented entity with notice in a record of the filing of a statement of change and the changes made by the filing.
History: En. Sec. 9, Ch. 240, L. 2007.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 7. Model Registered Agents Act › Part 1. Registered Agents › 35-7-110. Change of name, address, or type of organization by commercial registered agent

35-7-110. Change of name, address, or type of organization by commercial registered agent.
(1) If a commercial registered agent changes its name as a result of a merger, conversion, exchange, sale, reorganization, or amendment, its address as currently listed under 35-7-106(1), or its type or jurisdiction of organization, the agent shall file with the secretary of state a statement of change signed by or on behalf of the agent that states:
(a) the name of the agent as currently listed under 35-7-106(1);
(b) if the name of the agent has changed, its new name;
(c) if the address of the agent has changed, the new address; and
(d) if the type or jurisdiction of organization of the agent has changed, the new type or jurisdiction of organization.
(2) The filing of a statement of change under subsection (1) is effective to change the information regarding the commercial registered agent with respect to each entity represented by the agent.
(3) A statement of change filed under this section takes effect on filing.
(4) A commercial registered agent shall promptly furnish each entity represented by it with notice in a record of the filing of a statement of change relating to the name or address of the agent and the changes made by the filing.
(5) If a commercial registered agent changes its address without filing a statement of change as required by this section, the secretary of state may cancel the listing of the agent under 35-7-106. A cancellation under this subsection has the same effect as a termination under 35-7-107. Promptly after canceling the listing of an agent, the secretary of state shall deliver notice on:
(a) each entity represented by the agent, stating that the agent has ceased to be an agent for service of process on the entity and that, until the entity appoints a new registered agent, service of process may be made on the entity as provided in 35-7-113; and
(b) the agent, stating that the listing of the agent has been canceled under this section.
(6) The secretary of state shall note the filing of the commercial registered agent change statement in the index of filings maintained by the secretary of state for each entity represented by the registered agent at the time of filing.
History: En. Sec. 10, Ch. 240, L. 2007; amd. Sec. 7, Ch. 23, L. 2017.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 7. Model Registered Agents Act › Part 1. Registered Agents › 35-7-111. Resignation of registered agent

35-7-111. Resignation of registered agent.
(1) A registered agent may resign at any time with respect to a represented entity by filing with the secretary of state a statement of resignation signed by or on behalf of the agent that states:
(a) the name of the entity;
(b) the name of the agent;
(c) that the agent resigns from serving as agent for service of process for the entity; and
(d) the name and address of the person to which the agent will send the notice required by subsection (3).
(2) A statement of resignation takes effect on the earlier of the 31st day after the day on which it is filed or the appointment of a new registered agent for the represented entity.
(3) The registered agent shall promptly furnish the represented entity notice in a record of the date on which a statement of resignation was filed.
(4) When a statement of resignation takes effect, the registered agent ceases to have responsibility for any matter tendered to it as agent for the represented entity. A resignation under this section does not affect any contractual rights the entity has against the agent or that the agent has against the entity.
(5) A registered agent may resign with respect to a represented entity whether or not the entity is in good standing.
History: En. Sec. 11, Ch. 240, L. 2007.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 7. Model Registered Agents Act › Part 1. Registered Agents › 35-7-112. Appointment of agent by nonfiling or nonqualified foreign entity

35-7-112. Appointment of agent by nonfiling or nonqualified foreign entity.
(1) A domestic entity that is not a filing entity or a nonqualified foreign entity may file with the secretary of state a statement appointing an agent for service of process signed on behalf of the entity that states:
(a) the name, type, and jurisdiction of organization of the entity; and
(b) the information required by 35-7-105(1).
(2) A statement appointing an agent for service of process takes effect on filing.
(3) The appointment of a registered agent under this section does not qualify a nonqualified foreign entity to do business in this state and is not sufficient alone to create personal jurisdiction over the nonqualified foreign entity in this state.
(4) A statement appointing an agent for service of process may not be rejected for filing because the name of the entity filing the statement is not distinguishable on the records of the secretary of state from the name of another entity appearing in those records. The filing of a statement appointing an agent for service of process does not make the name of the entity filing the statement unavailable for use by another entity.
(5) An entity that has filed a statement appointing an agent for service of process may cancel the statement by filing a statement of cancellation, which takes effect upon filing, and must state the name of the entity and that the entity is canceling its appointment of an agent for service of process in this state. A statement appointing an agent for service of process that has not been canceled earlier is effective for a period of 5 years after the date of filing.
(6) A statement appointing an agent for service of process for a nonqualified foreign entity terminates automatically on the date the entity becomes a qualified foreign entity.
History: En. Sec. 12, Ch. 240, L. 2007.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 7. Model Registered Agents Act › Part 1. Registered Agents › 35-7-113. Service of process on entities

35-7-113. Service of process on entities.
(1) A registered agent is an agent of the represented entity authorized to receive service of any process, notice, or demand required or permitted by law to be served on the entity.
(2) If an entity that previously filed a registered agent filing with the secretary of state no longer has a registered agent or if its registered agent cannot with reasonable diligence be served, the entity may be served in accordance with any applicable judicial rules and procedures.
(3) Service of process, notice, or demand on a registered agent must be in the form of a written document.
(4) Service of process, notice, or demand may be perfected by any other means prescribed by law other than this chapter.
History: En. Sec. 13, Ch. 240, L. 2007.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 7. Model Registered Agents Act › Part 1. Registered Agents › 35-7-114. Duties of registered agent

35-7-114. Duties of registered agent.
The only duties under this chapter of a registered agent that has complied with this chapter are:
(1) to forward to the represented entity at the address most recently supplied to the agent by the entity any process, notice, or demand that is served on the agent;
(2) to provide the notices required by this chapter to the entity at the address most recently supplied to the agent by the entity;
(3) if the agent is a noncommercial registered agent, to keep current the information required by 35-7-105(1) in the most recent registered agent filing for the entity; and
(4) if the agent is a commercial registered agent, to keep current the information listed for it under 35-7-106(1).
History: En. Sec. 14, Ch. 240, L. 2007.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 7. Model Registered Agents Act › Part 1. Registered Agents › 35-7-115. Jurisdiction

35-7-115. Jurisdiction.
The appointment or maintenance in this state of a registered agent does not by itself create the basis for personal jurisdiction over the represented entity in this state.
History: En. Sec. 15, Ch. 240, L. 2007.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 7. Model Registered Agents Act › Part 1. Registered Agents › 35-7-116. Consistency of application

35-7-116. Consistency of application.
In applying and construing this chapter, consideration must be given to the need to promote consistency of the law with respect to its subject matter among states that enact it.
History: En. Sec. 16, Ch. 240, L. 2007.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 7. Model Registered Agents Act › Part 1. Registered Agents › 35-7-117. Relation to Electronic Signatures in Global and National Commerce Act

35-7-117. Relation to Electronic Signatures in Global and National Commerce Act.
This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. 7001, et seq., but does not modify, limit, or supersede section 101(c) of that act, 15 U.S.C. 7001(c), or authorize delivery of any of the notices described in section 103(b) of that act, 15 U.S.C. 7003(b).
History: En. Sec. 17, Ch. 240, L. 2007.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 1. General Provisions › 35-8-103. Name

35-8-103. Name.
(1) (a) The name of each limited liability company as set forth in its articles of organization must contain the words "limited liability company" or "limited company" or the abbreviations "l.l.c.", "l.c.", "llc", or "lc". The word "limited" may be abbreviated as "ltd.", and the word "company" may be abbreviated as "co.".
(b) The name of a limited liability company as set forth in its articles of organization may not contain business name identifiers, as defined in 30-13-201, or other language that states or implies that the limited liability company is a business other than a limited liability company.
(2) A limited liability company name must be distinguishable on the records of the secretary of state from:
(a) the name of any business corporation, nonprofit corporation, limited partnership, or limited liability company organized or reserved under the laws of this state;
(b) the name of any foreign business corporation, foreign nonprofit corporation, foreign limited partnership, or foreign limited liability company registered or qualified to do business in this state;
(c) any assumed business name, limited partnership name, trademark, service mark, or other name registered or reserved with the secretary of state; and
(d) the corporate name of a domestic corporation that has dissolved but only for a period of 120 days after the effective date of its dissolution.
(3) The use of the name of a limited liability company by another limited liability company or limited partnership is governed by 35-14-401.
(4) Contests over names registered under this section are governed by 35-14-401.
History: En. Sec. 3, Ch. 120, L. 1993; amd. Sec. 17, Ch. 229, L. 1999; amd. Sec. 6, Ch. 27, L. 2001; amd. Sec. 251, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 1. General Provisions › 35-8-104. Reservation of name

35-8-104. Reservation of name.
(1) The exclusive right to use a name may be reserved by:
(a) a person intending to organize a limited liability company and to adopt that name;
(b) a limited liability company or foreign limited liability company registered in this state that intends to adopt that name;
(c) a foreign limited liability company intending to register in this state and to adopt that name; or
(d) a person intending to organize a foreign limited liability company and to have it registered in this state and to adopt that name.
(2) The reservation must be made by filing with the secretary of state an application, executed by the applicant, to reserve a specified name. If the secretary of state finds that the name is available for use by a domestic or foreign limited liability company, the secretary of state shall reserve the name for the exclusive use of the applicant for a nonrenewable period of 120 days from the date the application is filed.
(3) The right to the exclusive use of a reserved name may be transferred to another person by filing with the secretary of state a notice of the transfer, executed by the applicant for whom the name was reserved, and by specifying the name to be transferred and the name and address of the transferee. The transfer may not extend the term during which the name is reserved.
History: En. Sec. 4, Ch. 120, L. 1993; amd. Sec. 18, Ch. 229, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 1. General Provisions › 35-8-105. Repealed

35-8-105. Repealed.
Secs. 68, 70, Ch. 240, L. 2007.
History: En. Sec. 5, Ch. 120, L. 1993; amd. Sec. 13, Ch. 75, L. 2003.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 1. General Provisions › 35-8-106. Purpose

35-8-106. Purpose.
(1) A limited liability company organized under 35-8-201 through 35-8-211 has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of organization.
(2) Limited liability companies may be organized under 35-8-201 through 35-8-211 for any lawful purpose except for the purpose of banking or insurance. For purposes of this subsection, the term "insurance" does not include a limited liability company organized for the lawful purpose of captive insurance under Title 33, chapter 28.
History: En. Sec. 6, Ch. 120, L. 1993; amd. Sec. 1, Ch. 205, L. 2015.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 1. General Provisions › 35-8-108. Registered name of foreign limited liability company -- registration renewal

35-8-108. Registered name of foreign limited liability company -- registration renewal.
(1) A foreign limited liability company may register its name or its name with any addition required by 35-8-103 if the name is distinguishable from names that are not available under 35-8-103(2).
(2) A foreign limited liability company shall register its name or its name with any addition required by 35-8-103 by delivering to the secretary of state for filing an application setting forth:
(a) its name or its name with any addition required by 35-8-103;
(b) the state, tribe, or country where it was organized;
(c) the date of its organization;
(d) a brief description of the nature of its business;
(e) 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
(f) if applicable, a statement that it has one or more series of members and whether the debts or liabilities of a series of members are enforceable against the assets of that series of members only and not against the assets of the company generally or another series of members.
(3) The name, if accepted by the secretary of state, is registered for the applicant's exclusive use as of the date the application is filed with the secretary of state.
(4) A foreign limited liability company may annually renew its registration for successive years by delivering to the secretary of state a renewal application that complies with the requirements of subsection (2). The renewal application must be received by the secretary of state for filing between October 1 and December 31 of the year preceding the year for which a renewal is sought. The renewal is effective until December 31 of the following year.
(5) A foreign limited liability company has the right to use its registered name until the registration of the name is canceled as a result of it consenting to the use of the registered name by another business entity authorized to do business in this state or until the foreign limited liability company applies for and receives a certificate of authority to transact business in this state or it organizes as a domestic limited liability company in this state. A foreign limited liability company receiving a certificate of authority to transact business in this state or that organizes as a domestic limited liability company may use the canceled registered name as its business name.
History: En. Sec. 19, Ch. 229, L. 1999; amd. Sec. 3, Ch. 183, L. 2013; amd. Sec. 7, Ch. 42, L. 2015; amd. Sec. 19, Ch. 280, L. 2015.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 1. General Provisions › 35-8-109. Effect of operating agreement -- nonwaivable provisions

35-8-109. Effect of operating agreement -- nonwaivable provisions.
(1) Except as provided in subsection (2), all members of a limited liability company may enter into an operating agreement, which need not be in writing, to regulate the affairs of the company and the conduct of its business and to govern relations among the members, managers, and company. To the extent that the operating agreement does not otherwise provide, this chapter governs relations among the members, managers, and company.
(2) An operating agreement need not be in writing except as otherwise provided in this chapter to:
(a) vary the recordkeeping requirements under 35-8-405;
(b) vary the rights of members to share in distributions under 35-8-601 or 35-8-903; or
(c) vary the process for admission of members under 35-8-707.
(3) The operating agreement may not:
(a) unreasonably restrict a right to information or access to records under 35-8-405;
(b) eliminate the duty of loyalty under 35-8-310, but the agreement may:
(i) identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and
(ii) specify the number or percentage of members or disinterested managers that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(c) unreasonably reduce the duty of care under 35-8-310;
(d) eliminate the obligation of good faith and fair dealing under 35-8-310, but the operating agreement may determine the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(e) vary the right to expel a member upon the occurrence of an event specified in 35-8-803;
(f) vary the requirement to wind up the limited liability company's business in a case specified in 35-8-901(1)(c) or 35-8-902; or
(g) restrict the rights of a person under this chapter, other than a manager, member, or transferee of a member's distributional interest.
History: En. Sec. 2, Ch. 302, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 1. General Provisions › 35-8-110. Purpose -- supplemental principles of law -- interest rate

35-8-110. Purpose -- supplemental principles of law -- interest rate.
(1) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
(2) If an obligation to pay interest arises under the provisions of this chapter and the rate of interest is not specified, then the rate is the rate of interest specified in 31-1-106.
History: En. Sec. 3, Ch. 302, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 1. General Provisions › 35-8-111. Uniformity of application and construction

35-8-111. Uniformity of application and construction.
Unless otherwise provided in this chapter, this chapter must be applied and construed to effectuate its general purpose to make the law with respect to the subject of this chapter among states enacting the Uniform Limited Liability Company Act.
History: En. Sec. 4, Ch. 302, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 2. Formation › 35-8-201. Formation

35-8-201. Formation.
(1) One or more persons may form a limited liability company consisting of one or more members by signing and filing articles of organization with the secretary of state. The person or persons need not be members of the limited liability company at the time of formation or after formation has occurred. A limited liability company is a legal entity distinct from its members.
(2) Unless a delayed effective date is specified, the existence of a limited liability company begins when the articles of organization are filed.
(3) The filing of the articles of organization by the secretary of state pursuant to 35-8-205 is conclusive proof that the organizers have satisfied all conditions precedent to the creation of a limited liability company.
History: En. Sec. 8, Ch. 120, L. 1993; amd. Sec. 5, Ch. 302, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 2. Formation › 35-8-203. Amendment of articles of organization -- restatement

35-8-203. Amendment of articles of organization -- restatement.
(1) The articles of organization of a limited liability company are amended by filing articles of amendment with the secretary of state. The articles of amendment must set forth:
(a) the name of the limited liability company;
(b) the date the articles of organization were filed; and
(c) the amendment to the articles of organization.
(2) The articles of organization may be amended as desired, so long as the amended articles of organization contain only provisions that may be lawfully contained in articles of organization at the time of making the amendment.
(3) Articles of organization may be restated at any time. Restated articles of organization must be filed with the secretary of state, must be specifically designated as such in the heading, and must state either in the heading or in an introductory paragraph the limited liability company's present name and, if it has been changed, all of its former names and the date of the filing of its articles of organization. Restated articles of organization supersede the original articles of organization and any previous amendments to the original articles of organization.
(4) An amendment to the articles of organization of a limited liability company must be in the form and manner designated by the secretary of state.
History: En. Sec. 10, Ch. 120, L. 1993; amd. Sec. 21, Ch. 229, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 2. Formation › 35-8-204. Execution of documents

35-8-204. Execution of documents.
(1) Unless otherwise specified in this chapter, a document required by this chapter to be filed with or delivered to the secretary of state must be executed:
(a) by any manager if management of the limited liability company is vested in one or more managers or by a member if management of the limited liability company is reserved to the members;
(b) if the limited liability company has not been formed, by the person or persons forming the limited liability company; or
(c) if the limited liability company is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.
(2) The person executing the document shall sign it and state, beneath or opposite the signature, the person's name and the capacity in which the person signs.
(3) The person executing the document may do so as an attorney-in-fact. Powers of attorney relating to the execution of the document do not need to be shown to or filed with the secretary of state.
History: En. Sec. 11, Ch. 120, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 2. Formation › 35-8-205. Filing with secretary of state

35-8-205. Filing with secretary of state.
(1) The articles of organization or any other document required to be filed pursuant to this chapter must be delivered to the secretary of state. If the secretary of state determines that the documents conform to the filing provisions of this chapter and that all required filing fees have been paid, the secretary of state shall:
(a) endorse on the signed document the word "filed" and the date and time of accepting the document for filing;
(b) retain the signed document in the secretary of state's files; and
(c) send a certification letter to the person who filed the document or to the person's representative.
(2) If the secretary of state is unable to make the determination required for filing by subsection (1) at the time any documents are delivered for filing, the documents are considered to have been filed at the time of delivery if the secretary of state subsequently determines that the documents as delivered conform to the filing provisions of 35-8-201 through 35-8-211.
(3) All documents filed with the secretary of state must reflect the name of the limited liability company and all series of members within the limited liability company if the limited liability company has one or more series of members.
History: En. Sec. 12, Ch. 120, L. 1993; amd. Sec. 9, Ch. 71, L. 2005; amd. Sec. 5, Ch. 183, L. 2013.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 2. Formation › 35-8-206. Effect of filing articles of organization

35-8-206. Effect of filing articles of organization.
(1) A limited liability company is formed when the articles of organization are filed with the secretary of state for filing.
(2) The articles of organization that are stamped "filed" and marked with the filing date are conclusive evidence that all conditions precedent required to be performed by the organizers have been complied with and that the limited liability company has been legally organized and formed under this chapter.
History: En. Sec. 13, Ch. 120, L. 1993; amd. Sec. 10, Ch. 71, L. 2005.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 2. Formation › 35-8-207. Filing of facsimile copy

35-8-207. Filing of facsimile copy.
(1) The secretary of state may treat a facsimile copy of a document that is required to be filed under this chapter and the signatures on the facsimile copy in the same manner as an original for purposes of this chapter. If all other requirements are met, the date of filing relates back to the date of receipt of the facsimile copy.
(2) A person who files a false document by facsimile copy is liable to the party aggrieved for three times the amount of damages resulting from the filing of the false document.
History: En. Sec. 14, Ch. 120, L. 1993; amd. Sec. 7, Ch. 290, L. 1997.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 2. Formation › 35-8-209. Administrative dissolution -- rules

35-8-209. Administrative dissolution -- rules.
(1) A domestic limited liability company may be dissolved involuntarily by order of the secretary of state if the limited liability company:
(a) (i) has failed for 60 days after a change of its registered agent to file in the office of the secretary of state a statement of the change; or
(ii) has failed for 60 days to appoint and maintain a registered agent in this state;
(b) has failed for 140 days to file its annual report within the time required by law;
(c) has failed to remit any fees required by law;
(d) procured its certificate of existence through fraud; or
(e) has exceeded or abused the authority conferred upon it by law and the excesses or abuses have continued after a written notice of the alleged excesses or abuses has been received from the secretary of state by the registered agent of the limited liability company.
(2) If dissolution is sought under subsection (1)(d) or (1)(e), the secretary of state may dissolve a limited liability company when an alleged violation of subsection (1)(d) or (1)(e) is established by an order of a district court. In addition to any other person authorized by law, the secretary of state or the attorney general may maintain an action in district court to implement the provisions of this section.
History: En. Sec. 16, Ch. 120, L. 1993; amd. Sec. 13, Ch. 302, L. 1999; amd. Sec. 59, Ch. 240, L. 2007.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 2. Formation › 35-8-210. Repealed

35-8-210. Repealed.
Sec. 36, Ch. 26, L. 2011.
History: En. Sec. 17, Ch. 120, L. 1993; amd. Sec. 15, Ch. 75, L. 2003.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 2. Formation › 35-8-211. Fees for filing, copying, and services

35-8-211. Fees for filing, copying, and services.
(1) The secretary of state shall establish fees for the following:
(a) filing documents 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 the section must be set and deposited in accordance with 2-15-405.
History: En. Sec. 18, Ch. 120, L. 1993; amd. Sec. 22, Ch. 396, L. 2001.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 2. Formation › 35-8-212. Filing fees

35-8-212. Filing fees.
(1) In addition to the filing fee authorized by 35-8-211, the secretary of state shall charge and collect from each foreign limited liability company:
(a) an additional filing fee at the time of filing its articles of organization; and
(b) an additional filing fee at the time of filing an application for a certificate of authority to transact business.
(2) The fees authorized in this section must be set and deposited in accordance with 2-15-405.
History: En. Sec. 19, Ch. 120, L. 1993; amd. Sec. 23, Ch. 396, L. 2001; amd. Sec. 11, Ch. 71, L. 2005.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 2. Formation › 35-8-215. Correcting filed record

35-8-215. Correcting filed record.
(1) A limited liability company or foreign limited liability company may correct a record filed by the secretary of state if the record contains a false or erroneous statement or was defectively signed.
(2) A record must be corrected by:
(a) preparing articles of correction that:
(i) describe the record, including its filing date, or have attached a copy of the record to the articles of correction;
(ii) specify the incorrect statement and the reason that it is incorrect or the manner in which the signing was defective; and
(iii) correct the incorrect statement or defective signing; and
(b) delivering the corrected record to the secretary of state for filing.
(3) Articles of correction are effective retroactively on the effective date of the record that they correct except as to persons relying on the uncorrected record and adversely affected by the correction. As to those persons, the articles of correction are effective when filed.
History: En. Sec. 8, Ch. 302, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 2. Formation › 35-8-216. Certificate of existence or authority

35-8-216. Certificate of existence or authority.
(1) A person may request the secretary of state to furnish a certificate of existence for a limited liability company or a certificate of authority for a foreign limited liability company.
(2) A certificate of existence for a limited liability company must set forth:
(a) the company's name;
(b) that it is organized under the laws of this state, the date of organization, whether its duration is at-will or for a specified term, and, if for a specified term, the period specified;
(c) if payment is reflected in the records of the secretary of state and if nonpayment affects the existence of the company, that all fees, taxes, and penalties owed to this state have been paid;
(d) whether its most recent annual report required by 35-8-208 has been filed with the secretary of state;
(e) that articles of termination have not been filed; and
(f) other facts of record in the office of the secretary of state if requested by the applicant.
(3) A certificate of authority for a foreign limited liability company must set forth:
(a) the company's name used in this state;
(b) that it is authorized to transact business in this state;
(c) whether its most recent annual report required by 35-8-208 has been filed with the secretary of state;
(d) that a certificate of cancellation has not been filed; and
(e) other facts of record in the office of the secretary of state if requested by the applicant.
(4) Subject to any qualification stated in the certificate, a certificate of existence or authority issued by the secretary of state may be relied upon as conclusive evidence as of the date of the certificate that the domestic or foreign limited liability company is in existence or is authorized to transact business in this state.
History: En. Sec. 9, Ch. 302, L. 1999; amd. Sec. 39, Ch. 7, L. 2001.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 2. Formation › 35-8-217. Liability for false statement in filed record

35-8-217. Liability for false statement in filed record.
Subject to 35-8-304 and 35-8-306, if a record authorized or required to be filed under this chapter contains a false statement, a person who suffers loss by reliance on the statement may recover damages for the loss from the person who signed the record or caused another to sign it on that person's behalf and who knew the statement to be false at the time that the record was signed.
History: En. Sec. 10, Ch. 302, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 2. Formation › 35-8-218. Filing by judicial act

35-8-218. Filing by judicial act.
If a person required by 35-8-204 to execute any record or document fails or refuses to do so, a person who is adversely affected by the failure or refusal may petition a district court to direct the signing of the record or document. If the court finds that it is proper for the record or document to be signed and that a designated person has failed or refused to sign the record, it shall order the secretary of state to sign and file an appropriate record or document.
History: En. Sec. 11, Ch. 302, L. 1999.