reglab/statecodes huggingface dataset:
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 4. Relation of Partners to Partnership and to One Another › 35-10-406. Continuation of partnership beyond definite term or particular undertaking

35-10-406. Continuation of partnership beyond definite term or particular undertaking.
(1) If a partnership for a definite term or particular undertaking is continued without an express agreement after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.
(2) If the partners or those of them who habitually acted in the business during the term or undertaking continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the business will not be wound up.
History: En. Sec. 23, Ch. 251, L. 1947; R.C.M. 1947, 63-306; amd. Sec. 31, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 4. Relation of Partners to Partnership and to One Another › 35-10-407. Distributions in kind

35-10-407. Distributions in kind.
A partner has no right to receive and may not be required to accept a distribution in kind.
History: En. Sec. 25, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 4. Relation of Partners to Partnership and to One Another › 35-10-408. Partner's liability to partnership

35-10-408. Partner's liability to partnership.
A partner is liable to the partnership for a breach of the partnership agreement if there is a violation of a duty to the partnership that causes harm to the partnership.
History: En. Sec. 29, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 4. Relation of Partners to Partnership and to One Another › 35-10-409. Remedies of partnership and partners

35-10-409. Remedies of partnership and partners.
(1) A partnership may maintain an action against a partner for a breach of the partnership agreement or for the violation of a duty to the partnership that causes harm to the partnership.
(2) A partner may maintain an action against the partnership or another partner for legal or equitable relief, including an accounting as to partnership business, to enforce:
(a) a right under the partnership agreement;
(b) a right under this chapter, including the partner's:
(i) rights under 35-10-401 through 35-10-403 and 35-10-405;
(ii) right on dissociation to have the partner's interest in the partnership purchased pursuant to 35-10-619 or enforce any other right under 35-10-616 through 35-10-623; or
(iii) right to compel a dissolution and winding up of the partnership business under 35-10-624 or enforce any other right under 35-10-602, 35-10-609, and 35-10-624 through 35-10-629; or
(c) the rights and otherwise protect the interests of the partner, including rights and interests arising independent of the partnership relationship.
(3) The accrual of and any time limitation on a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
History: En. Sec. 30, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 5. Property Rights of a Partner › 35-10-501. Repealed

35-10-501. Repealed.
Sec. 60, Ch. 238, L. 1993.
History: En. Sec. 24, Ch. 251, L. 1947; R.C.M. 1947, 63-401.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 5. Property Rights of a Partner › 35-10-502. Repealed

35-10-502. Repealed.
Sec. 60, Ch. 238, L. 1993.
History: En. Sec. 25, Ch. 251, L. 1947; amd. Sec. 29, Ch. 535, L. 1975; R.C.M. 1947, 63-402.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 5. Property Rights of a Partner › 35-10-503. Repealed

35-10-503. Repealed.
Sec. 60, Ch. 238, L. 1993.
History: En. Sec. 26, Ch. 251, L. 1947; R.C.M. 1947, 63-403.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 5. Property Rights of a Partner › 35-10-504. Repealed

35-10-504. Repealed.
Sec. 60, Ch. 238, L. 1993.
History: En. Sec. 27, Ch. 251, L. 1947; R.C.M. 1947, 63-404.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 5. Property Rights of a Partner › 35-10-505. Partner's transferable interest subject to charging order

35-10-505. Partner's transferable interest subject to charging order.
(1) On application by a judgment creditor of a partner or partner's transferee, a court having jurisdiction may charge the transferable interest of the debtor partner or transferee to satisfy the judgment. The court may appoint a receiver of the debtor's share of the distributions due or to become due to the debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the debtor might have made or which the circumstances of the case may require.
(2) A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time and upon conditions it considers appropriate. The purchaser at the foreclosure sale has the rights of a transferee.
(3) At any time before foreclosure, an interest charged may be redeemed:
(a) by the judgment debtor;
(b) with property other than partnership property, by one or more of the other partners; or
(c) with partnership property, by one or more of the other partners with the consent of all the partners whose interests are not so charged.
(4) This chapter does not deprive a partner of a right under the exemption laws with respect to the partner's interest in the partnership.
(5) This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership.
History: En. Sec. 28, Ch. 251, L. 1947; R.C.M. 1947, 63-405; amd. Sec. 35, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 5. Property Rights of a Partner › 35-10-506. Partner's application to discharge attachment -- undertaking

35-10-506. Partner's application to discharge attachment -- undertaking.
(1) If a writ of attachment is levied upon the interest in a partnership of one or more of the partners, the other partners who are not defendants in the action or any of them may, at any time before final judgment, apply to the judge who granted the writ or to the court, upon an affidavit showing the facts, for an order to discharge the attachment as to that interest.
(2) Upon an application, the applicant shall give an undertaking, with at least two sufficient sureties, to the effect that they will pay to the sheriff, on demand, the amount of any judgment that may be recovered against the partner who is defendant in the action or that may be recovered against that partner in any other action in which the other partners are not defendants and in which a writ of attachment or an execution may come into the sheriff's hands at any time before the writ of attachment that was levied is vacated and annulled, not exceeding the sum specified in the undertaking, which may not be less than the value of the interest of the defendant in the partnership as fixed by the court or judge. If, in the opinion of the court or judge, the value is uncertain, the sum must be an amount that the court or judge determines. For the purpose of fixing the sum or to determine the sufficiency of its sureties, the court or judge may receive affidavits or oral testimony or may direct a reference.
History: En. Secs. 921, 922, C. Civ. Proc. 1895; re-en. Secs. 6688, 6689, Rev. C. 1907; re-en. Secs. 9289, 9290, R.C.M. 1921; re-en. Secs. 9289, 9290, R.C.M. 1935; R.C.M. 1947, 93-4336, 93-4337; amd. Sec. 10, Ch. 202, L. 1979; amd. Sec. 1302, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 5. Property Rights of a Partner › 35-10-507. Repealed

35-10-507. Repealed.
Sec. 60, Ch. 238, L. 1993.
History: En. Sec. 1219, C. Civ. Proc. 1895; re-en. Sec. 6822, Rev. C. 1907; re-en. Sec. 9425, R.C.M. 1921; re-en. Sec. 9425, R.C.M. 1935; amd. Sec. 11-165, Ch. 264, L. 1963; R.C.M. 1947, 93-5811.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 5. Property Rights of a Partner › 35-10-508. Partner's interest in partnership property not transferable

35-10-508. Partner's interest in partnership property not transferable.
A partner is not a co-owner of partnership property and has no interest in partnership property that can be transferred either voluntarily or involuntarily.
History: En. Sec. 32, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 5. Property Rights of a Partner › 35-10-509. Partner's transferable interest in partnership

35-10-509. Partner's transferable interest in partnership.
The only transferable interest of a partner in the partnership is the partner's interest in distributions. The interest is personal property.
History: En. Sec. 33, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 5. Property Rights of a Partner › 35-10-510. Transfer of partner's transferable interest

35-10-510. Transfer of partner's transferable interest.
(1) A transfer, in whole or in part, of a partner's transferable interest in the partnership:
(a) is permissible;
(b) does not by itself cause a dissolution and winding up of the partnership business; and
(c) does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning or an account of partnership transactions, or to inspect or copy the partnership books or records.
(2) A transferee of a partner's transferable interest in the partnership has a right:
(a) to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;
(b) to receive the net amount otherwise distributable to the transferor upon the dissolution and winding up of the partnership business; and
(c) to seek under 35-10-624(6) a judicial determination that it is equitable to wind up the partnership business.
(3) In a dissolution and winding up, a transferee is entitled to receive an accounting only from the date of the last account agreed to by all of the partners.
(4) Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred.
(5) Until receipt of notice of a transfer, a partnership has no duty to give effect to the transferee's rights under this section.
History: En. Sec. 34, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 6. Dissolution and Winding Up › 35-10-601. Repealed

35-10-601. Repealed.
Sec. 60, Ch. 238, L. 1993.
History: En. Sec. 29, Ch. 251, L. 1947; R.C.M. 1947, 63-501.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 6. Dissolution and Winding Up › 35-10-602. Partnership continues after dissolution

35-10-602. Partnership continues after dissolution.
A partnership continues after dissolution until the winding up of its business is completed, at which time the partnership is terminated.
History: En. Sec. 30, Ch. 251, L. 1947; R.C.M. 1947, 63-502; amd. Sec. 46, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 6. Dissolution and Winding Up › 35-10-603. Repealed

35-10-603. Repealed.
Sec. 60, Ch. 238, L. 1993.
History: En. Sec. 31, Ch. 251, L. 1947; R.C.M. 1947, 63-503.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 6. Dissolution and Winding Up › 35-10-604. Repealed

35-10-604. Repealed.
Sec. 60, Ch. 238, L. 1993.
History: En. Sec. 32, Ch. 251, L. 1947; amd. Sec. 14, Ch. 62, L. 1977; R.C.M. 1947, 63-504.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 6. Dissolution and Winding Up › 35-10-605. Repealed

35-10-605. Repealed.
Sec. 60, Ch. 238, L. 1993.
History: En. Sec. 33, Ch. 251, L. 1947; R.C.M. 1947, 63-505.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 6. Dissolution and Winding Up › 35-10-606. Repealed

35-10-606. Repealed.
Sec. 60, Ch. 238, L. 1993.
History: En. Sec. 34, Ch. 251, L. 1947; R.C.M. 1947, 63-506.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 6. Dissolution and Winding Up › 35-10-607. Repealed

35-10-607. Repealed.
Sec. 60, Ch. 238, L. 1993.
History: En. Sec. 35, Ch. 251, L. 1947; R.C.M. 1947, 63-507.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 6. Dissolution and Winding Up › 35-10-608. Repealed

35-10-608. Repealed.
Sec. 60, Ch. 238, L. 1993.
History: En. Sec. 36, Ch. 251, L. 1947; R.C.M. 1947, 63-508.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 6. Dissolution and Winding Up › 35-10-609. Right to wind up partnership business

35-10-609. Right to wind up partnership business.
(1) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative, or transferee, the district court, for good cause, may order judicial supervision of the winding up.
(2) The legal representative of the last surviving partner may wind up a partnership's business.
(3) A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time; prosecute and defend actions and proceedings, whether civil, criminal, or administrative; settle and close the partnership's business; dispose of and transfer the partnership's property; discharge the partnership's liabilities; distribute the assets of the partnership pursuant to 35-10-629; settle disputes by mediation or arbitration; and perform other necessary acts.
History: En. Sec. 37, Ch. 251, L. 1947; R.C.M. 1947, 63-509; amd. Sec. 47, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 6. Dissolution and Winding Up › 35-10-610. Repealed

35-10-610. Repealed.
Sec. 60, Ch. 238, L. 1993.
History: En. Sec. 38, Ch. 251, L. 1947; R.C.M. 1947, 63-510.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 6. Dissolution and Winding Up › 35-10-611. Repealed

35-10-611. Repealed.
Sec. 60, Ch. 238, L. 1993.
History: En. Sec. 39, Ch. 251, L. 1947; R.C.M. 1947, 63-511.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 6. Dissolution and Winding Up › 35-10-612. Repealed

35-10-612. Repealed.
Sec. 60, Ch. 238, L. 1993.
History: En. Sec. 40, Ch. 251, L. 1947; R.C.M. 1947, 63-512.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 6. Dissolution and Winding Up › 35-10-613. Repealed

35-10-613. Repealed.
Sec. 60, Ch. 238, L. 1993.
History: En. Sec. 41, Ch. 251, L. 1947; R.C.M. 1947, 63-513.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 6. Dissolution and Winding Up › 35-10-614. Repealed

35-10-614. Repealed.
Sec. 60, Ch. 238, L. 1993.
History: En. Sec. 42, Ch. 251, L. 1947; R.C.M. 1947, 63-514.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 6. Dissolution and Winding Up › 35-10-615. Repealed

35-10-615. Repealed.
Sec. 60, Ch. 238, L. 1993.
History: En. Sec. 43, Ch. 251, L. 1947; R.C.M. 1947, 63-515.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 6. Dissolution and Winding Up › 35-10-617. Partner's wrongful dissociation

35-10-617. Partner's wrongful dissociation.
(1) A partner's dissociation is wrongful only if:
(a) it is in breach of an express provision of the partnership agreement; or
(b) in the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking:
(i) the partner withdraws by express will, unless the withdrawal follows the dissociation of another partner and results in a right to dissolve the partnership under 35-10-624(2)(a);
(ii) the partner is expelled by judicial decree under 35-10-616(5); or
(iii) a partner, who is not an individual, a trust other than a business trust, or an estate, is expelled or otherwise dissociated because the entity willfully dissolved or terminated.
(2) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. That liability is in addition to any other liability of the partner to the partnership or to the other partners.
History: En. Sec. 37, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 6. Dissolution and Winding Up › 35-10-618. Effect of partner's dissociation

35-10-618. Effect of partner's dissociation.
(1) If a partner's dissociation results in a dissolution and winding up of the partnership business, 35-10-602, 35-10-609, and 35-10-624 through 35-10-629 apply; otherwise 35-10-619 through 35-10-623 apply.
(2) Upon a partner's dissociation:
(a) the partner's right to participate in the management and conduct of the partnership business terminates, except as provided in 35-10-609;
(b) the partner's duty of loyalty under 35-10-405(2)(c) terminates; and
(c) the partner's duty of loyalty under 35-10-405(2)(a) and (2)(b) and duty of care under 35-10-405(4) continue only with regard to matters arising or events occurring before the dissociation.
History: En. Sec. 38, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 6. Dissolution and Winding Up › 35-10-620. Dissociated partner's power to bind partnership -- liability to partnership

35-10-620. Dissociated partner's power to bind partnership -- liability to partnership.
(1) For 2 years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under 35-10-635 through 35-10-637 and 35-10-641 through 35-10-644, is bound by an act of the dissociated partner that would have bound the partnership under 35-10-301 before dissociation if the other party to the transaction:
(a) reasonably believed when entering the transaction that the dissociated partner was a partner at that time;
(b) did not have notice of the partner's dissociation; and
(c) is not considered to have had knowledge under 35-10-310(5) or notice under 35-10-622.
(2) A dissociated partner is liable to the partnership for any loss caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation and for which the partnership is liable under subsection (1).
History: En. Sec. 40, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 6. Dissolution and Winding Up › 35-10-621. Dissociated partner's liability to other persons

35-10-621. Dissociated partner's liability to other persons.
(1) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation except as provided in subsection (2).
(2) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is personally liable as a partner to the other party as the result of a partnership obligation incurred in connection with a transaction entered into by the partnership or a surviving partnership under 35-10-635 through 35-10-637 and 35-10-641 through 35-10-644 within 2 years after the partner's dissociation only if the other party to the transaction:
(a) reasonably believed when entering the transaction that the dissociated partner was a partner at that time;
(b) did not have notice of the partner's dissociation;
(c) is not considered to have had knowledge under 35-10-310(5) or notice under 35-10-622; and
(d) the obligation is one for which the partner would be personally liable under 35-10-307 or 35-10-629 if the partner had not dissociated.
(3) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.
(4) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.
History: En. Sec. 41, Ch. 238, L. 1993; amd. Sec. 13, Ch. 449, L. 1995.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 6. Dissolution and Winding Up › 35-10-622. Statement of dissociation -- filing

35-10-622. Statement of dissociation -- filing.
(1) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership.
(2) If a statement of dissociation is filed, the statement must be filed with the same entity with which the original partnership agreement was filed.
(3) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of 35-10-310(4) and (5).
(4) For the purposes of 35-10-301, 35-10-620, and 35-10-621(2), a person who is not a partner is considered to have notice of the dissociation 90 days after the statement of dissociation is filed.
History: En. Sec. 42, Ch. 238, L. 1993; amd. Sec. 13, Ch. 71, L. 2005.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 6. Dissolution and Winding Up › 35-10-623. Continued use of partnership name

35-10-623. Continued use of partnership name.
Continued use of a partnership name or a dissociated partner's name as part of the partnership by the partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.
History: En. Sec. 43, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 6. Dissolution and Winding Up › 35-10-624. Events causing dissolution and winding up of partnership business

35-10-624. Events causing dissolution and winding up of partnership business.
Except as provided in 35-10-625, a partnership is dissolved and its business must be wound up only upon:
(1) receipt by a partnership at will of notice from a partner, other than a partner who is dissociated under 35-10-616(2) through (10), of that partner's express will to withdraw as a partner or upon any later date specified in the notice;
(2) in a partnership for a definite term or particular undertaking:
(a) within 90 days after a partner's wrongful dissociation under 35-10-617 or a partner's dissociation by death or otherwise under 35-10-616(6) through (10), receipt by the partnership of notice from another partner of that partner's express will to withdraw as a partner;
(b) the express will of all the partners; or
(c) the expiration of the term or the completion of the undertaking unless all the partners agree to continue the business, in which case the partnership agreement is considered amended retroactively to provide that the expiration or completion does not result in the dissolution and winding up of the partnership business;
(3) an event agreed to in the partnership agreement resulting in the winding up of the partnership business unless all the partners agree to continue the business, in which case the partnership agreement is considered amended retroactively to provide that the event does not result in the dissolution and winding up of the partnership business;
(4) an event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within 90 days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;
(5) a judicial decree, issued upon application by a partner, that:
(a) the economic purpose of the partnership is likely to be unreasonably frustrated;
(b) another partner has engaged in conduct relating to the partnership business that makes it not reasonably practicable to carry on the business in partnership with that partner; or
(c) it is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or
(6) a judicial decree, issued upon application by a transferee of a partner's transferable interest, that it is equitable to wind up the partnership business:
(a) if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer, after the expiration of the term or completion of the undertaking; or
(b) if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer, at any time.
History: En. Sec. 44, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 6. Dissolution and Winding Up › 35-10-625. Dissolution deferred 90 days

35-10-625. Dissolution deferred 90 days.
(1) Except as provided in subsection (2), a partnership of more than two persons is not dissolved until 90 days after receipt by the partnership of notice from a partner under 35-10-624(1) or (2)(a), and its business may be continued until that date as if no notice were received. Before that date, the partner who gave the notice may waive the right to have the partnership business wound up. If there is no waiver before that date, the partnership is dissolved and its business must be wound up.
(2) A partnership may be dissolved at any time during the 90-day period and its business wound up, by the express will of at least half of the other partners.
(3) After receipt by the partnership of notice from a partner under 35-10-624(1) or (2)(a), the partner who gave the notice:
(a) has no rights in the management and conduct of the partnership business if it is continued under subsection (1) but may participate in winding up the business under 35-10-609 if the partnership is dissolved on or before the expiration of the 90-day period pursuant to subsection (1) or (2);
(b) is liable for obligations incurred during the period only to the extent a dissociated partner would be liable under 35-10-620(2) or 35-10-621(2) but is not liable for contributions for and must be indemnified by the other partners against any partnership liability incurred by another partner to the extent the liability is not appropriate for winding up the partnership business; and
(c) must be credited with the partner's share of any profit earned during the period and may be charged with the partner's share of any loss incurred during the period but only to the extent of profits credited for the period.
History: En. Sec. 45, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 6. Dissolution and Winding Up › 35-10-626. Partner's power to bind partnership after dissolution

35-10-626. Partner's power to bind partnership after dissolution.
Subject to 35-10-627, a partnership is bound by a partner's act after dissolution that:
(1) is appropriate for winding up the partnership business; or
(2) would have bound the partnership under 35-10-301 before dissolution if the other party to the transaction did not have notice of the dissolution.
History: En. Sec. 48, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 6. Dissolution and Winding Up › 35-10-627. Statement of dissolution

35-10-627. Statement of dissolution.
(1) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.
(2) If a statement of dissolution is filed, the statement must be filed with the same entity with which the original partnership agreement was filed.
(3) A statement of dissolution cancels a filed statement of partnership authority for the purposes of 35-10-310(4) and is a limitation on authority for the purposes of 35-10-310(5).
(4) For the purposes of 35-10-301 and 35-10-626, a person who is not a partner is considered to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution 90 days after it is filed.
(5) After filing and, if appropriate, recording a statement of dissolution, the dissolved partnership may file and, if appropriate, record a statement of partnership authority that will operate with respect to a person who is not a partner as provided in 35-10-310(4) and (5) in any transaction, whether or not the transaction is appropriate for winding up the partnership business.
History: En. Sec. 49, Ch. 238, L. 1993; amd. Sec. 14, Ch. 71, L. 2005.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 6. Dissolution and Winding Up › 35-10-628. Partner's liability to other partners after dissolution

35-10-628. Partner's liability to other partners after dissolution.
(1) Except as provided in 35-10-625(3)(b) and subsection (2) of this section, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under 35-10-626 for which the partner is personally liable under 35-10-307 or 35-10-621.
(2) A partner who, with knowledge of the winding up, incurs a partnership liability under 35-10-626(2) by an act that is not appropriate for winding up the partnership business is liable to the partnership for any loss caused to the partnership arising from the liability.
History: En. Sec. 50, Ch. 238, L. 1993; amd. Sec. 14, Ch. 449, L. 1995.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 6. Dissolution and Winding Up › 35-10-629. Settlement of accounts among partners

35-10-629. Settlement of accounts among partners.
(1) In winding up a partnership's business, the assets of the partnership must be applied to discharge its obligations to creditors, including partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions pursuant to subsection (2).
(2) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, the profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to that partner's positive account balance. A partner shall contribute to the partnership an amount equal to that partner's negative balance but only to the extent that the negative balance is attributable to debts, obligations, or liabilities for which the partner is personally liable under 35-10-307.
(3) To the extent not taken into account in settling the accounts among partners pursuant to subsection (2), each partner shall contribute, in the proportion in which the partner shares partnership losses and to the extent the partner is personally liable under 35-10-307, the amount necessary to satisfy partnership obligations. If a partner fails or is not obligated to contribute, the other partners shall contribute, in the proportions in which the partners share partnership losses, the additional amount necessary to satisfy the partnership obligations. A partner or a partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations but only to the extent the contributions are made because of obligations for which the other partners are personally liable under 35-10-307.
(4) The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership under subsections (2) and (3).
(5) An assignee for the benefit of creditors of a partnership or a partner or a person appointed by a court to represent creditors of a partnership or a partner may enforce a partner's obligation to contribute to the partnership under subsections (2) and (3).
History: En. Sec. 51, Ch. 238, L. 1993; amd. Sec. 15, Ch. 449, L. 1995.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 6. Dissolution and Winding Up › 35-10-635. Conversion of partnership to limited partnership

35-10-635. Conversion of partnership to limited partnership.
(1) A partnership may be converted to a limited partnership pursuant to this section.
(2) The terms and conditions of a conversion of a partnership to a limited partnership must be approved by all the partners or by a number or percentage specified for conversion in the partnership agreement.
(3) After the conversion is approved by the partners, the partnership shall file a certificate of limited partnership that satisfies the requirements of 35-12-601 and includes:
(a) a statement that the partnership was converted to a limited partnership from a partnership;
(b) its former name; and
(c) a statement of the number of votes cast by the partners for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under the partnership agreement.
(4) The conversion takes effect when the certificate of limited partnership is filed or at any later date specified in the certificate.
(5) A partner who becomes a limited partner as a result of the conversion remains liable as a partner for an obligation, incurred by the partnership before the conversion takes effect, for which the partner is personally liable under 35-10-307 and 35-10-629. If the other party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the partner is liable for an obligation incurred by the limited partnership within 90 days after the conversion takes effect but only to the extent that the limited partner would have been personally liable for the partnership under 35-10-307 or 35-10-629 immediately prior to the conversion. The partner's liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner as provided in Title 35, chapter 12.
History: En. Sec. 52, Ch. 238, L. 1993; amd. Sec. 16, Ch. 449, L. 1995.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 6. Dissolution and Winding Up › 35-10-636. Conversion of limited partnership to partnership

35-10-636. Conversion of limited partnership to partnership.
(1) A limited partnership may be converted to a partnership pursuant to this section.
(2) Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership must be approved by all the partners.
(3) After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership pursuant to 35-12-603.
(4) The conversion takes effect when the certificate of limited partnership is canceled.
(5) A limited partner who becomes a partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. The limited partner is liable as a partner for an obligation of the partnership for which the partner is personally liable under 35-10-307 or 35-10-629 and which arises or is incurred after the conversion takes effect.
History: En. Sec. 53, Ch. 238, L. 1993; amd. Sec. 17, Ch. 449, L. 1995.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 6. Dissolution and Winding Up › 35-10-637. Effect of conversion -- entity unchanged

35-10-637. Effect of conversion -- entity unchanged.
(1) A partnership or limited partnership that has been converted pursuant to 35-10-635 or 35-10-636 is for all purposes the same entity that existed before the conversion.
(2) When a conversion takes effect:
(a) all property owned by the converting partnership or limited partnership remains vested in the converted entity;
(b) all obligations of the converting partnership or limited partnership continue as obligations of the converted entity; and
(c) an action or proceeding pending against the converting partnership or limited partnership may be continued as if the conversion had not occurred.
History: En. Sec. 54, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 6. Dissolution and Winding Up › 35-10-641. Merger of partnerships

35-10-641. Merger of partnerships.
(1) Pursuant to a plan of merger approved as provided in subsection (3), a partnership may be merged with one or more partnerships or limited partnerships.
(2) The plan of merger must set forth:
(a) the name of each partnership or limited partnership that is a party to the merger;
(b) the name of the surviving entity into which the other partnerships or limited partnerships will merge;
(c) whether the surviving entity is a partnership or a limited partnership and the status of each partner;
(d) the terms and conditions of the merger;
(e) the manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity or into money or other property in whole or part; and
(f) the street address of the surviving entity's chief executive office.
(3) The plan of merger must be approved:
(a) in the case of a partnership that is a party to the merger, by all the partners or a number or percentage specified for merger in the partnership agreement; and
(b) in the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state, tribe, or foreign jurisdiction in which the limited partnership is organized and, in the absence of such specifically applicable law, by all the partners, notwithstanding a provision to the contrary in the partnership agreement.
(4) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.
(5) The merger takes effect on the latest of:
(a) the approval of the plan of merger by all parties to the merger, as provided in subsection (3);
(b) the filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or
(c) any effective date specified in the plan of merger.
History: En. Sec. 55, Ch. 238, L. 1993; amd. Sec. 23, Ch. 280, L. 2015.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 6. Dissolution and Winding Up › 35-10-642. Effect of merger

35-10-642. Effect of merger.
(1) When a merger takes effect:
(a) every partnership or limited partnership that is a party to the merger other than the surviving entity ceases to exist;
(b) all property owned by each of the merged partnerships or limited partnerships vests in the surviving entity;
(c) all obligations of every partnership or limited partnership that is a party to the merger become the obligations of the surviving entity; and
(d) an action or proceeding pending against a partnership or limited partnership that is a party to the merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding.
(2) The secretary of state is the agent for service of process in an action or proceeding against a surviving foreign partnership or limited partnership to enforce an obligation of a domestic partnership or limited partnership that is a party to a merger. The surviving entity shall promptly notify the secretary of state of the mailing address of its chief executive office and of any change of address. Upon receipt of process, the secretary of state shall mail a copy of the process to the surviving foreign partnership or limited partnership.
(3) A partner of the surviving partnership or limited partnership is liable for:
(a) all obligations of a party to the merger for which the partner was personally liable before the merger;
(b) all other obligations of the surviving entity incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of that entity; and
(c) all obligations of the surviving entity incurred after the merger takes effect.
(4) If the obligations incurred before the merger by a party to the merger are not satisfied out of the property of the surviving partnership or limited partnership, the partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party's obligations to the surviving entity in the manner provided in 35-10-629(3) as if the merged party were dissolved.
(5) A partner of a party to a merger who does not become a partner of the surviving partnership or limited partnership is dissociated from the entity, of which that partner was a partner, as of the date the merger takes effect. The surviving entity shall cause the partner's interest in the entity to be purchased under 35-10-619. The surviving entity is bound under 35-10-620 by an act of a partner dissociated under this subsection, and the partner is liable under 35-10-621 for transactions entered into by the surviving entity after the merger takes effect.
History: En. Sec. 56, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 6. Dissolution and Winding Up › 35-10-643. Statement of merger

35-10-643. Statement of merger.
(1) After a merger, the surviving partnership or limited partnership may file a statement that one or more partnerships or limited partnerships have merged into the surviving entity.
(2) A statement of merger must contain:
(a) the name of each partnership or limited partnership that is a party to the merger;
(b) the name of the surviving entity into which the other partnerships or limited partnerships were merged;
(c) the street address of the surviving entity's chief executive office and of an office in this state, if any; and
(d) whether the surviving entity is a partnership or limited partnership.
(3) Except as provided in subsection (4), for the purposes of 35-10-302, property of the surviving partnership or limited partnership that before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.
(4) For the purposes of 35-10-302, real property of the surviving partnership or limited partnership that before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.
(5) A filed and, if appropriate, recorded statement of merger that is executed and declared to be accurate pursuant to 35-10-111, that states the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger, and that states the name of the surviving entity but that does not contain all of the other information required by subsection (2) operates with respect to the partnerships or limited partnerships named to the extent provided in subsections (3) and (4).
History: En. Sec. 57, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 6. Dissolution and Winding Up › 35-10-644. Nonexclusive

35-10-644. Nonexclusive.
Sections 35-10-635 through 35-10-637 and 35-10-641 through 35-10-643 are not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law.
History: En. Sec. 58, Ch. 238, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 7. Registration of Limited Liability Partnerships › 35-10-701. Registration of limited liability partnerships

35-10-701. Registration of limited liability partnerships.
(1) To become a limited liability partnership, a partnership shall file with the secretary of state an application for registration on a form furnished by the secretary of state that indicates an intention to register as a limited liability partnership under this section.
(2) The application for registration of a limited liability partnership must be executed by two or more partners authorized to execute the application and registration and must contain the following information:
(a) the name and business mailing address of the limited liability partnership;
(b) a description of business transacted by the limited liability partnership; and
(c) the name and business mailing address of each of the partners.
(3) The secretary of state shall register as a limited liability partnership any partnership that substantially complies with this section.
(4) A partnership's registration under this section is effective when the secretary of state files the partnership's application for registration under subsection (1) and remains in effect until it is canceled by the secretary of state.
(5) The fact that an application for registration of a limited liability partnership under this section or any renewals of that partnership are on file with the office of the secretary of state is notice that the partnership is a limited liability partnership and is notice of all other facts set forth in the application.
(6) The secretary of state shall provide necessary forms for the registration of a limited liability partnership under subsections (1) and (2) or any renewals of registration.
History: En. Sec. 18, Ch. 449, L. 1995; amd. Sec. 21, Ch. 26, L. 2011; amd. Sec. 6, Ch. 166, L. 2015.