reglab/statecodes huggingface dataset:
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 6. Merger, Consolidation, and Sale of Assets › 35-2-605. Repealed

35-2-605. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 42, Ch. 198, L. 1967; R.C.M. 1947, 15-2342.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 6. Merger, Consolidation, and Sale of Assets › 35-2-606. Repealed

35-2-606. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 43, Ch. 198, L. 1967; R.C.M. 1947, 15-2343.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 6. Merger, Consolidation, and Sale of Assets › 35-2-607. Repealed

35-2-607. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 44, Ch. 198, L. 1967; R.C.M. 1947, 15-2344.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 6. Merger, Consolidation, and Sale of Assets › 35-2-608. Approval of plan of merger

35-2-608. Approval of plan of merger.
(1) Subject to the limitations set forth in 35-2-609, one or more nonprofit corporations may merge into a business or nonprofit corporation if the plan of merger is approved as provided in 35-2-610.
(2) The plan of merger must set forth:
(a) the name of each corporation planning to merge and the name of the surviving corporation into which each plans to merge;
(b) the terms and conditions of the planned merger;
(c) the manner and basis, if any, of converting the memberships of each public benefit or religious corporation into memberships of the surviving corporation; and
(d) if the merger involves a mutual benefit corporation, the manner and basis, if any, of converting memberships of each merging corporation into memberships, obligations, or securities of the surviving or any other corporation or into cash or other property in whole or part.
(3) The plan of merger may set forth:
(a) any amendments to the articles of incorporation or bylaws of the surviving corporation to be effected by the planned merger; and
(b) other provisions relating to the planned merger.
History: En. Sec. 123, Ch. 411, L. 1991; amd. Sec. 5, Ch. 249, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 6. Merger, Consolidation, and Sale of Assets › 35-2-609. Limitations on mergers by public benefit or religious corporations

35-2-609. Limitations on mergers by public benefit or religious corporations.
(1) Except as provided in subsection (4) or without the prior approval of the district court for the judicial district in which the corporation's principal office is located or, if the principal office is not located in this state, in Lewis and Clark County, in a proceeding of which the attorney general has been given written notice, a public benefit corporation or religious corporation may merge only with:
(a) a public benefit corporation or religious corporation;
(b) a foreign corporation that would qualify under this chapter as a public benefit corporation or religious corporation;
(c) a wholly owned foreign or domestic business or mutual benefit corporation, if the public benefit corporation or religious corporation is the surviving corporation and continues to be a public benefit corporation or religious corporation after the merger; or
(d) a business or mutual benefit corporation, provided that:
(i) on or prior to the effective date of the merger, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets, including good will, of the public benefit corporation or the fair market value of the public benefit corporation if it were to be operated as a business concern are transferred or conveyed to one or more persons who would have received its assets under 35-2-725(1)(e) and (1)(f) had it dissolved;
(ii) it shall return, transfer, or convey any assets held by it upon condition requiring return, transfer, or conveyance in case of merger, in accordance with the condition; and
(iii) the merger is approved by a majority of directors of the public benefit corporation or religious corporation who are not and will not become members or shareholders in or officers, employees, agents, or consultants of the surviving corporation.
(2) At least 20 days before consummation of any merger of a public benefit corporation or a religious corporation pursuant to subsection (1)(d), notice, including a copy of the proposed plan of merger, must be delivered to the attorney general.
(3) Without the prior written consent of the attorney general or of the district court in a proceeding in which the attorney general has been given notice, a member of a public benefit corporation or religious corporation may not receive or keep anything as a result of a merger other than a membership in the surviving public benefit corporation or religious corporation. The court shall approve the transaction if it is in the public interest.
(4) A public benefit corporation or a religious corporation that is considered a nonprofit health entity, as defined in 50-4-701, is subject to the provisions of 35-2-617 and Title 50, chapter 4, part 7.
History: En. Sec. 124, Ch. 411, L. 1991; amd. Sec. 19, Ch. 214, L. 2005; amd. Sec. 42, Ch. 240, L. 2007.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 6. Merger, Consolidation, and Sale of Assets › 35-2-611. Articles of merger

35-2-611. Articles of merger.
After a plan of merger is approved by the board of directors and, if required by 35-2-610, by the members and any other persons, the surviving or acquiring corporation shall deliver to the secretary of state, for filing, articles of merger setting forth:
(1) the plan of merger;
(2) if approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors;
(3) if approval by members was required:
(a) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and
(b) (i) either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class; and
(ii) a statement that the number cast for the plan by each class was sufficient for approval by that class;
(4) if approval of the plan by some person or persons other than the members or the board is required pursuant to 35-2-610(1)(c), a statement that the approval was obtained.
History: En. Sec. 126, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 6. Merger, Consolidation, and Sale of Assets › 35-2-612. Effect of merger

35-2-612. Effect of merger.
When a merger takes effect:
(1) every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;
(2) the title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment, subject to any conditions to which the property was subject prior to the merger;
(3) the surviving corporation has all liabilities and obligations of each corporation party to the merger;
(4) a proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased; and
(5) the articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger.
History: En. Sec. 127, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 6. Merger, Consolidation, and Sale of Assets › 35-2-613. Merger with foreign corporation

35-2-613. Merger with foreign corporation.
(1) Except as provided in 35-2-609, one or more foreign business or nonprofit corporations may merge with one or more domestic nonprofit corporations if:
(a) the merger is permitted by the law of the state, tribe, or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger; or
(b) the foreign corporation complies with 35-2-611 if it is the surviving corporation of the merger; and
(c) each domestic nonprofit corporation complies with the applicable provisions of 35-2-608 through 35-2-610 and, if it is the surviving corporation of the merger, with the provisions of 35-2-611.
(2) When the merger takes effect, the surviving foreign business or nonprofit corporation may be served with process in any proceeding brought against it as provided in 35-7-113.
History: En. Sec. 128, Ch. 411, L. 1991; amd. Sec. 43, Ch. 240, L. 2007; amd. Sec. 10, Ch. 280, L. 2015.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 6. Merger, Consolidation, and Sale of Assets › 35-2-614. Bequests, devises, and gifts

35-2-614. Bequests, devises, and gifts.
A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a constituent corporation and that takes effect or remains payable after the merger inures to the surviving corporation unless the will or other instrument specifically provides otherwise.
History: En. Sec. 129, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 6. Merger, Consolidation, and Sale of Assets › 35-2-616. Sale of assets in regular course of activities -- mortgage of assets

35-2-616. Sale of assets in regular course of activities -- mortgage of assets.
(1) A corporation may on the terms and conditions and for the consideration determined by the board of directors:
(a) sell, lease, exchange, or otherwise dispose of all or substantially all of its property in the usual and regular course of its activities; or
(b) mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property, whether or not in the usual and regular course of its activities.
(2) Unless the articles require it, approval of the members or any other person of a transaction described in subsection (1) is not required.
(3) Unless the articles provide otherwise, approval of a transaction described in subsection (1)(a) is required by a vote of a majority of the directors in office at the time the transaction is approved.
History: En. Sec. 130, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 7. Dissolution and Liquidation › 35-2-701. Repealed

35-2-701. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 45, Ch. 198, L. 1967; R.C.M. 1947, 15-2345.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 7. Dissolution and Liquidation › 35-2-702. Repealed

35-2-702. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 46, Ch. 198, L. 1967; R.C.M. 1947, 15-2346.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 7. Dissolution and Liquidation › 35-2-703. Repealed

35-2-703. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 47, Ch. 198, L. 1967; R.C.M. 1947, 15-2347.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 7. Dissolution and Liquidation › 35-2-704. Repealed

35-2-704. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 48, Ch. 198, L. 1967; R.C.M. 1947, 15-2348.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 7. Dissolution and Liquidation › 35-2-705. Repealed

35-2-705. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 49, Ch. 198, L. 1967; R.C.M. 1947, 15-2349; amd. Sec. 43, Ch. 131, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 7. Dissolution and Liquidation › 35-2-706. Repealed

35-2-706. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 50, Ch. 198, L. 1967; R.C.M. 1947, 15-2350; amd. Sec. 44, Ch. 131, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 7. Dissolution and Liquidation › 35-2-711. Repealed

35-2-711. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 54, Ch. 198, L. 1967; amd. Sec. 1, Ch. 62, L. 1969; amd. Sec. 8, Ch. 455, L. 1977; R.C.M. 1947, 15-2354; amd. Sec. 153, Ch. 575, L. 1981.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 7. Dissolution and Liquidation › 35-2-712. Repealed

35-2-712. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 55, Ch. 198, L. 1967; R.C.M. 1947, 15-2355.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 7. Dissolution and Liquidation › 35-2-713. Repealed

35-2-713. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 56, Ch. 198, L. 1967; R.C.M. 1947, 15-2356.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 7. Dissolution and Liquidation › 35-2-714. Repealed

35-2-714. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 57, Ch. 198, L. 1967; R.C.M. 1947, 15-2357.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 7. Dissolution and Liquidation › 35-2-715. Repealed

35-2-715. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 58, Ch. 198, L. 1967; R.C.M. 1947, 15-2358.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 7. Dissolution and Liquidation › 35-2-716. Repealed

35-2-716. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 59, Ch. 198, L. 1967; amd. Sec. 2, Ch. 62, L. 1969; R.C.M. 1947, 15-2359.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 7. Dissolution and Liquidation › 35-2-717. Repealed

35-2-717. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 60, Ch. 198, L. 1967; R.C.M. 1947, 15-2360.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 7. Dissolution and Liquidation › 35-2-718. Repealed

35-2-718. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 61, Ch. 198, L. 1967; R.C.M. 1947, 15-2361.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 7. Dissolution and Liquidation › 35-2-719. Repealed

35-2-719. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 62, Ch. 198, L. 1967; R.C.M. 1947, 15-2362.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 7. Dissolution and Liquidation › 35-2-720. Dissolution by incorporators or directors and third persons

35-2-720. Dissolution by incorporators or directors and third persons.
(1) A majority of the incorporators or directors of a corporation that does not have members may, subject to any approval required by the articles or bylaws, dissolve the corporation by delivering to the secretary of state articles of dissolution.
(2) The corporation shall give notice of any meeting at which dissolution will be approved. The notice must be in accordance with 35-2-429(3). The notice must also state that the purpose or one of the purposes of the meeting is to consider dissolution of the corporation.
(3) In approving dissolution, the incorporators or directors shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
(4) In addition to the requirements under this part, a domestic mutual insurer shall comply with the provisions of Title 33, chapter 3, part 6.
History: En. Sec. 134, Ch. 411, L. 1991; amd. Sec. 49, Ch. 151, L. 2017.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 7. Dissolution and Liquidation › 35-2-721. Dissolution by directors, members, and third persons

35-2-721. Dissolution by directors, members, and third persons.
(1) Unless this chapter, the articles, bylaws, or the board of directors or members, acting pursuant to subsection (1)(c), require a greater vote or voting by class, dissolution is authorized if it is approved:
(a) by the board;
(b) by the members, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less; and
(c) in writing, by any person or persons whose approval is required by a provision of the articles, as authorized by 35-2-232, for an amendment to the articles or bylaws.
(2) If the corporation does not have members, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which approval is to be obtained in accordance with 35-2-429(3). The notice must also state that the purpose or one of the purposes of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.
(3) The board may condition its submission of the proposed dissolution, and the members may condition their approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis.
(4) If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with 35-2-530. The notice must state that the purpose or one of the purposes of the meeting is to consider dissolving the corporation and must contain or be accompanied by a copy or summary of the plan of dissolution.
(5) If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of the plan of dissolution.
(6) The plan of dissolution must indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
(7) In addition to the requirements under this part, a domestic mutual insurer shall comply with the provisions of Title 33, chapter 3, part 6.
History: En. Sec. 135, Ch. 411, L. 1991; amd. Sec. 50, Ch. 151, L. 2017.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 7. Dissolution and Liquidation › 35-2-722. Notices to attorney general

35-2-722. Notices to attorney general.
(1) Except as provided in subsection (4), a public benefit corporation or religious corporation shall give the attorney general written notice that it intends to dissolve at or before the time it delivers articles of dissolution to the secretary of state. The notice must include a copy or summary of the plan of dissolution.
(2) Assets may not be transferred or conveyed by a public benefit corporation or religious corporation as part of the dissolution process until 20 days after it has given the written notice required by subsection (1) to the attorney general or until the attorney general has consented in writing to the dissolution or indicated in writing that the attorney general will not take action in respect to the transfer or conveyance, whichever is earlier.
(3) When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the attorney general a list showing those, other than creditors, to whom the assets were transferred or conveyed. The list must indicate the address of each person, other than creditors, who received assets and indicate what assets each received.
(4) A public benefit corporation or religious corporation that is considered a nonprofit health entity, as defined in 50-4-701, is subject to the provisions of Title 50, chapter 4, part 7.
History: En. Sec. 136, Ch. 411, L. 1991; amd. Sec. 21, Ch. 214, L. 2005; amd. Sec. 1286, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 7. Dissolution and Liquidation › 35-2-723. Articles of dissolution

35-2-723. Articles of dissolution.
(1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state articles of dissolution setting forth:
(a) the name of the corporation;
(b) the date dissolution was authorized;
(c) a statement that dissolution was approved by a sufficient vote of the board;
(d) if approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators;
(e) if approval by members was required:
(i) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and
(ii) (A) either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class; and
(B) a statement that the number cast for dissolution by each class was sufficient for approval by that class;
(f) if approval of dissolution by some person or persons other than the members, the board, or the incorporators is required pursuant to 35-2-721(1)(c), a statement that the approval was obtained; and
(g) if the corporation is a public benefit or religious corporation, that the notice to the attorney general required by 35-2-722(1) has been given.
(2) A corporation is dissolved upon the effective date of its articles of dissolution.
History: En. Sec. 137, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 7. Dissolution and Liquidation › 35-2-724. Revocation of dissolution

35-2-724. Revocation of dissolution.
(1) A corporation may revoke its dissolution within 120 days of its effective date.
(2) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person.
(3) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state, for filing, articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:
(a) the name of the corporation;
(b) the effective date of the dissolution that was revoked;
(c) the date that the revocation of dissolution was authorized;
(d) if the corporation's board of directors or incorporators revoked the dissolution, a statement to that effect;
(e) if the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and
(f) if member or third person action was required to revoke the dissolution, the information required by 35-2-723(1)(e) and (1)(f).
(4) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.
(5) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation may resume carrying on its activities as if dissolution had never occurred.
History: En. Sec. 138, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 7. Dissolution and Liquidation › 35-2-725. Effect of dissolution

35-2-725. Effect of dissolution.
(1) A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including:
(a) preserving and protecting its assets and minimizing its liabilities;
(b) discharging or making provision for discharging its liabilities and obligations;
(c) disposing of its properties that will not be distributed in kind;
(d) returning, transferring, or conveying assets held by the corporation upon a condition requiring return, transfer, or conveyance in accordance with the condition;
(e) transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws;
(f) if the corporation is a public benefit corporation or religious corporation and provision has not been made in its articles or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets:
(i) to one or more persons described in section 501(c)(3) of the Internal Revenue Code; or
(ii) if the dissolved corporation is not described in section 501(c)(3) of the Internal Revenue Code, to one or more public benefit corporations or religious corporations;
(g) if the corporation is a mutual benefit corporation and provision has not been made in its articles or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it does not have members, to those persons whom the corporation holds itself out as benefiting or serving; and
(h) doing every other act necessary to wind up and liquidate its assets and affairs.
(2) Dissolution of a corporation does not:
(a) transfer title to the corporation's property;
(b) subject its directors or officers to standards of conduct different from those prescribed in part 4 of this chapter;
(c) change quorum or voting requirements for its board or members; change provisions for selection, resignation, or removal of its directors or officers, or both; or change provisions for amending its bylaws;
(d) prevent commencement of a proceeding by or against the corporation in its corporate name;
(e) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
(f) terminate the authority of the registered agent.
History: En. Sec. 139, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 7. Dissolution and Liquidation › 35-2-726. Known claims against dissolved corporation

35-2-726. Known claims against dissolved corporation.
(1) A dissolved corporation shall dispose of the known claims against it by following the procedure described in this section.
(2) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must:
(a) describe information that must be included in a claim;
(b) provide a mailing address where a claim may be sent;
(c) state the deadline, which may not be fewer than 120 days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and
(d) state that the claim will be barred if not received by the deadline.
(3) A claim against the dissolved corporation is barred:
(a) if a claimant who was given written notice under subsection (2) does not deliver the claim to the dissolved corporation by the deadline; or
(b) if a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice.
(4) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
History: En. Sec. 140, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 7. Dissolution and Liquidation › 35-2-727. Unknown claims against dissolved corporations

35-2-727. Unknown claims against dissolved corporations.
(1) The dissolution of a corporation, including by the expiration of its term, does not take away or impair any remedy available to or against the corporation or its officers, directors, or members for any claim or right, whether or not the claim or right existed or accrued prior to the dissolution. Any action or proceeding by or against the corporation referred to in this subsection may be prosecuted or defended by the corporation in its corporate name. Members, directors, and officers may take corporate or other action as is appropriate to protect a remedy, right, or claim.
(2) A claim may be enforced under 35-2-726 or this section:
(a) against the dissolved corporation to the extent of its undistributed assets; or
(b) if the assets have been distributed in liquidation, against a member of the dissolved corporation to the extent of the member's pro rata share of the claim or the corporate assets distributed to the member in liquidation, whichever is less. However, a member's total liability for all claims under this section may not exceed the total amount of assets distributed to the member.
(3) Subsections (1) and (2) apply to a foreign corporation transacting business in this state, and its members, for any claims otherwise arising or accruing under Montana law.
History: En. Sec. 141, Ch. 411, L. 1991; amd. Sec. 1287, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 7. Dissolution and Liquidation › 35-2-728. Grounds for judicial dissolution

35-2-728. Grounds for judicial dissolution.
(1) The district court may dissolve a corporation:
(a) in a proceeding by the attorney general if it is established that:
(i) the corporation obtained its articles of incorporation through fraud;
(ii) the corporation has continued to exceed or abuse the authority conferred upon it by law;
(iii) the corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or
(iv) the corporation is a public benefit corporation and is no longer able to carry out its purposes;
(b) in a proceeding by 50 members or members holding 5% of the voting power, whichever is less, or by a director or any person specified in the articles, except as provided in the articles or bylaws of a religious corporation, if it is established that:
(i) the directors are deadlocked in the management of the corporate affairs and the members, if any, are unable to breach the deadlock;
(ii) the directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;
(iii) the members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have or would otherwise have expired;
(iv) the corporate assets are being misapplied or wasted; or
(v) the corporation is a public benefit corporation or religious corporation and is no longer able to carry out its purposes;
(c) in a proceeding by a creditor if it is established that:
(i) the creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or
(ii) the corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or
(d) in a proceeding by the corporation to have its voluntary dissolution continued under court supervision.
(2) Prior to dissolving a corporation, the court shall consider whether:
(a) there are reasonable alternatives to dissolution;
(b) dissolution is in the public interest, if the corporation is a public benefit corporation; and
(c) dissolution is the best way of protecting the interests of members if the corporation is a mutual benefit corporation.
History: En. Sec. 142, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 7. Dissolution and Liquidation › 35-2-729. Procedure for judicial dissolution

35-2-729. Procedure for judicial dissolution.
(1) Venue for a proceeding by the attorney general to dissolve a corporation lies in the district court for the first judicial district. Venue for a proceeding brought by any other party named in 35-2-728 lies in the judicial district for the county where a corporation's principal office is or was last located or, if the principal office is not located in this state, in Lewis and Clark County.
(2) It is not necessary to make directors or members parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
(3) In a proceeding brought to dissolve a corporation, a court may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the activities of the corporation until a full hearing can be held.
(4) A person other than the attorney general who brings an involuntary dissolution proceeding for a public benefit corporation or religious corporation shall give written notice of the proceeding to the attorney general who may intervene.
History: En. Sec. 143, Ch. 411, L. 1991; amd. Sec. 44, Ch. 240, L. 2007.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 7. Dissolution and Liquidation › 35-2-730. Receivership or custodianship

35-2-730. Receivership or custodianship.
(1) A court in a judicial proceeding brought to dissolve a public benefit corporation or mutual benefit corporation may appoint one or more receivers to wind up and liquidate the affairs of the corporation or one or more custodians to manage the affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property, wherever located.
(2) The court may appoint, as a receiver or custodian, an individual authorized to transact business in this state or a domestic or foreign business or nonprofit corporation authorized to transact business in this state. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
(3) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:
(a) the receiver:
(i) may, if authorized by the court, dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, subject to any trust and other restrictions that would be applicable to the corporation; and
(ii) may sue and defend in the receiver's or custodian's name as receiver or custodian of the corporation in all courts of this state; and
(b) the custodian may exercise all the powers of the corporation through or in place of its board of directors or officers to the extent necessary to manage the affairs of the corporation in the best interests of its members and creditors.
(4) The court during a receivership may redesignate the receiver a custodian and during a custodianship may redesignate the custodian a receiver if doing so is in the best interests of the corporation, its members, and its creditors.
(5) From time to time during the receivership or custodianship, the court may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver or custodian's counsel from the assets of the corporation or proceeds from the sale of the assets.
History: En. Sec. 144, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 7. Dissolution and Liquidation › 35-2-731. Decree of dissolution

35-2-731. Decree of dissolution.
(1) If after a hearing the court determines that one or more grounds for judicial dissolution described in 35-2-728 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state, who shall file it.
(2) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's affairs in accordance with 35-2-725 and the notification of its claimants in accordance with 35-2-726 and 35-2-727.
History: En. Sec. 145, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 7. Dissolution and Liquidation › 35-2-732. Deposit with state treasurer

35-2-732. Deposit with state treasurer.
Assets of a dissolved corporation that should be transferred to a creditor, claimant, or member of the corporation who cannot be found or who is not competent to receive them must be reduced to cash, subject to known trust restrictions, and deposited with the state treasurer for safekeeping. However, in the state treasurer's discretion, property may be received and held in kind. When the creditor, claimant, or member furnishes satisfactory proof of entitlement to the amount deposited or property held in kind, the state treasurer shall deliver to the creditor, claimant, member, or other person as the creditor's, claimant's, or member's representative that amount or property.
History: En. Sec. 146, Ch. 411, L. 1991; amd. Sec. 1288, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 8. Foreign Corporations › 35-2-801. Repealed

35-2-801. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 63, Ch. 198, L. 1967; R.C.M. 1947, 15-2363(part).
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 8. Foreign Corporations › 35-2-802. Repealed

35-2-802. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 63, Ch. 198, L. 1967; R.C.M. 1947, 15-2363(part).
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 8. Foreign Corporations › 35-2-803. Repealed

35-2-803. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 80, Ch. 198, L. 1967; R.C.M. 1947, 15-2380.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 8. Foreign Corporations › 35-2-804. Repealed

35-2-804. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 64, Ch. 198, L. 1967; R.C.M. 1947, 15-2364.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 8. Foreign Corporations › 35-2-805. Repealed

35-2-805. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 65, Ch. 198, L. 1967; R.C.M. 1947, 15-2365; amd. Sec. 7, Ch. 456, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 8. Foreign Corporations › 35-2-806. Repealed

35-2-806. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 66, Ch. 198, L. 1967; R.C.M. 1947, 15-2366.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 8. Foreign Corporations › 35-2-807. Repealed

35-2-807. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 67, Ch. 198, L. 1967; R.C.M. 1947, 15-2367; amd. Sec. 45, Ch. 131, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 8. Foreign Corporations › 35-2-808. Repealed

35-2-808. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 68, Ch. 198, L. 1967; R.C.M. 1947, 15-2368; amd. Sec. 46, Ch. 131, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 8. Foreign Corporations › 35-2-809. Repealed

35-2-809. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 69, Ch. 198, L. 1967; R.C.M. 1947, 15-2369.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 8. Foreign Corporations › 35-2-810. Repealed

35-2-810. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 75, Ch. 198, L. 1967; R.C.M. 1947, 15-2375; amd. Sec. 47, Ch. 131, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 8. Foreign Corporations › 35-2-811. Repealed

35-2-811. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 70, Ch. 198, L. 1967; R.C.M. 1947, 15-2370.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 8. Foreign Corporations › 35-2-812. Repealed

35-2-812. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 71, Ch. 198, L. 1967; R.C.M. 1947, 15-2371; amd. Sec. 48, Ch. 131, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 8. Foreign Corporations › 35-2-813. Repealed

35-2-813. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 72, Ch. 198, L. 1967; R.C.M. 1947, 15-2372.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 8. Foreign Corporations › 35-2-814. Repealed

35-2-814. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 73, Ch. 198, L. 1967; R.C.M. 1947, 15-2373.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 8. Foreign Corporations › 35-2-815. Repealed

35-2-815. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 74, Ch. 198, L. 1967; R.C.M. 1947, 15-2374.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 8. Foreign Corporations › 35-2-816. Repealed

35-2-816. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 76, Ch. 198, L. 1967; R.C.M. 1947, 15-2376.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 8. Foreign Corporations › 35-2-817. Repealed

35-2-817. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 77, Ch. 198, L. 1967; R.C.M. 1947, 15-2377; amd. Sec. 49, Ch. 131, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 8. Foreign Corporations › 35-2-818. Repealed

35-2-818. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 78, Ch. 198, L. 1967; R.C.M. 1947, 15-2378.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 8. Foreign Corporations › 35-2-819. Repealed

35-2-819. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 79, Ch. 198, L. 1967; R.C.M. 1947, 15-2379; amd. Sec. 8, Ch. 456, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 8. Foreign Corporations › 35-2-820. Authority to transact business required

35-2-820. Authority to transact business required.
(1) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state.
(2) The following activities, among others, do not constitute transacting business within the meaning of subsection (1):
(a) maintaining, defending, or settling any proceeding;
(b) holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs;
(c) maintaining bank accounts;
(d) maintaining offices or agencies for the transfer, exchange, and registration of memberships or securities or maintaining trustees or depositaries with respect to those securities;
(e) selling through independent contractors;
(f) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(g) creating or acquiring indebtedness, mortgages, and security interests in real or personal property;
(h) securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
(i) owning real or personal property:
(i) that is acquired incident to activities described in subsection (2)(h) if the property is disposed of within 5 years after the date of acquisition; or
(ii) that does not produce income or is not used in the performance of a corporate function;
(j) conducting an isolated transaction that is completed within 30 days and that is not a transaction in the course of repeated transactions of a similar nature; or
(k) transacting business in interstate commerce.
(3) The list of activities in subsection (2) is not exhaustive.
History: En. Sec. 147, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 8. Foreign Corporations › 35-2-821. Consequences of transacting business without authority

35-2-821. Consequences of transacting business without authority.
(1) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.
(2) The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.
(3) A court may stay a proceeding commenced by a foreign corporation, its successor, or its assignee until it determines whether the foreign corporation, its successor, or its assignee requires a certificate of authority. If it determines that a certificate is required, the court may further stay the proceeding until the foreign corporation, its successor, or its assignee obtains the certificate.
(4) A foreign corporation is liable for a civil penalty of $5 for each day, but not to exceed a total of $1,000 for each year, that it transacts business in this state without a certificate of authority. The attorney general may collect all penalties due under this subsection.
(5) Notwithstanding the provisions of subsections (1) and (2), the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state.
History: En. Sec. 148, Ch. 411, L. 1991.