reglab/statecodes huggingface dataset:
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 14. Derivative Actions › 35-12-1403. Pleading

35-12-1403. Pleading.
In a derivative action, the complaint must state with particularity:
(1) the date and content of the plaintiff's demand and the general partners' response to the demand; or
(2) why the demand should be excused as futile.
History: En. Sec. 61, Ch. 522, L. 1981; amd. Sec. 80, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 14. Derivative Actions › 35-12-1404. Proceeds and expenses

35-12-1404. Proceeds and expenses.
(1) Except as provided in subsection (2):
(a) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff;
(b) if the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited partnership.
(2) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney fees, from the recovery of the limited partnership.
History: En. Sec. 62, Ch. 522, L. 1981; amd. Sec. 1314, Ch. 56, L. 2009; amd. Sec. 81, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 14. Derivative Actions › 35-12-1405. Direct action by partner

35-12-1405. Direct action by partner.
(1) Subject to subsection (2), a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership's activities, to enforce the rights and otherwise protect the interests of the partner, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship.
(2) A partner commencing a direct action under this section is required to plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.
(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. 77, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 15. Conversion › 35-12-1502. Conversion

35-12-1502. Conversion.
(1) An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to another organization pursuant to 35-12-1501 through 35-12-1505 and a plan of conversion if:
(a) the other organization's governing statute authorizes the conversion;
(b) the conversion is not prohibited by the law of the jurisdiction that enacted the governing statute; and
(c) the other organization complies with its governing statute in effecting the conversion.
(2) A plan of conversion must be in a record and must include:
(a) the name and form of the organization before conversion;
(b) the name and form of the organization after conversion;
(c) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and
(d) the organizational documents of the converted organization.
History: En. Sec. 83, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 15. Conversion › 35-12-1503. Action on plan of conversion by converting limited partnership

35-12-1503. Action on plan of conversion by converting limited partnership.
(1) Subject to 35-12-1515, a plan of conversion must be consented to by all the partners of a converting limited partnership.
(2) Subject to 35-12-1515 and any contractual rights, after a conversion is approved, and at any time before a filing is made under 35-12-1504, a converting limited partnership may amend the plan or abandon the planned conversion:
(a) as provided in the plan; and
(b) except as prohibited by the plan, by the same consent as was required to approve the plan.
History: En. Sec. 84, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 15. Conversion › 35-12-1504. Filings required for conversion -- effective date

35-12-1504. Filings required for conversion -- effective date.
(1) After a plan of conversion is approved:
(a) a converting limited partnership shall deliver to the secretary of state for filing articles of conversion, which must include:
(i) a statement that the limited partnership has been converted into another organization;
(ii) the name and form of the organization and the jurisdiction of its governing statute;
(iii) the date the conversion is effective under the governing statute of the converted organization;
(iv) a statement that the conversion was approved as required by this chapter;
(v) a statement that the conversion was approved as required by the governing statute of the converted organization;
(vi) if the converted organization is a foreign organization not authorized to transact business in this state, the street and mailing address of an office that the secretary of state may use for the purposes of 35-12-1505(3); and
(vii) a statement that the certificate of limited partnership is to be canceled as of the date on which the conversion took effect; and
(b) if the converting organization is not a converting limited partnership, the converting organization shall deliver to the secretary of state for filing a certificate of limited partnership, which must include, in addition to the information required by 35-12-601:
(i) a statement that the limited partnership was converted from another organization;
(ii) the name and form of the organization and the jurisdiction of its governing statute; and
(iii) a statement that the conversion was approved in a manner that complied with the organization's governing statute.
(2) In the case of a limited partnership, the filing of articles of organization under subsection (1)(a) cancels its certificate of limited partnership as of the date on which the conversion took effect.
(3) A conversion becomes effective:
(a) if the converted organization is a limited partnership, when the certificate of limited partnership takes effect; and
(b) if the converted organization is not a limited partnership, as provided by the governing statute of the converted organization.
History: En. Sec. 85, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 15. Conversion › 35-12-1505. Effect of conversion

35-12-1505. Effect of conversion.
(1) An organization that has been converted pursuant to this part 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 organization remains vested in the converted organization;
(b) all debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization;
(c) an action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred;
(d) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization; and
(e) except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect.
(3) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting limited partnership if before the conversion the converting limited partnership was subject to suit in this state on the obligation. A converted organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for purposes of enforcing an obligation under this subsection. Service on the secretary of state under this subsection is made in the same manner and with the same consequences as in 35-7-113.
History: En. Sec. 86, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 15. Conversion › 35-12-1511. Merger

35-12-1511. Merger.
(1) A limited partnership may merge with one or more other constituent organizations pursuant to 35-12-1512 through 35-12-1514, this section, and a plan of merger if:
(a) the governing statute of each of the other organizations authorizes the merger;
(b) the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and
(c) each of the other organizations complies with its governing statute in effecting the merger.
(2) A plan of merger must be in a record and must include:
(a) the name and form of each constituent organization;
(b) the name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect;
(c) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration;
(d) if the surviving organization is to be created by the merger, the surviving organization's organizational documents; and
(e) if the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents.
History: En. Sec. 87, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 15. Conversion › 35-12-1512. Action on plan of merger by constituent limited partners

35-12-1512. Action on plan of merger by constituent limited partners.
(1) Subject to 35-12-1515, a plan of merger must be consented to by all the partners of a constituent limited partnership.
(2) Subject to 35-12-1515 and any contractual rights, after a merger is approved and at any time before a filing is made under 35-12-1513, a constituent limited partnership may amend the plan or abandon the planned merger:
(a) as provided in the plan; and
(b) except as prohibited by the plan, with the same consent as was required to approve the plan.
History: En. Sec. 88, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 15. Conversion › 35-12-1513. Filings required for merger -- effective date

35-12-1513. Filings required for merger -- effective date.
(1) After each constituent organization has approved a merger, articles of merger must be signed on behalf of:
(a) each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership; and
(b) each other preexisting constituent organization, by an authorized representative.
(2) The articles of merger must include:
(a) the name and form of each constituent organization and the jurisdiction of its governing statute;
(b) the name and form of the surviving organization, the jurisdiction of its governing statute, and if the surviving organization is created by the merger, a statement to that effect;
(c) the date the merger is effective under the governing statute of the surviving organization;
(d) if the surviving organization is to be created by the merger:
(i) if it will be a limited partnership, the limited partnership's certificate of limited partnership; or
(ii) if it will be an organization other than a limited partnership, the organizational document that creates the organization;
(e) if the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization;
(f) a statement as to each constituent organization that the merger was approved as required by the organization's governing statute;
(g) if the surviving organization is a foreign organization not authorized to transact business in this state, the street and mailing address of an office that the secretary of state may use for the purposes of 35-12-1514(2); and
(h) any additional information required by the governing statute of any constituent organization.
(3) Each constituent limited partnership shall deliver the articles of merger for filing in the office of the secretary of state.
(4) A merger becomes effective under this part:
(a) if the surviving organization is a limited partnership, upon the later of:
(i) compliance with subsection (3); or
(ii) subject to 35-12-614(3), as specified in the articles of merger; or
(b) if the surviving organization is not a limited partnership, as provided by the governing statute of the surviving organization.
History: En. Sec. 89, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 15. Conversion › 35-12-1514. Effect of merger

35-12-1514. Effect of merger.
(1) When a merger becomes effective:
(a) the surviving organization continues or comes into existence;
(b) each constituent organization that merges into the surviving organization ceases to exist as a separate entity;
(c) all property owned by each constituent organization that ceases to exist vests in the surviving organization;
(d) all debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization;
(e) an action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred;
(f) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;
(g) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;
(h) except as otherwise agreed, if a constituent limited partnership ceases to exist, the merger does not dissolve the limited partnership for the purposes of chapter 12;
(i) if the surviving organization is created by the merger:
(i) if it is a limited partnership, the certificate of limited partnership becomes effective; or
(ii) if it is an organization other than a limited partnership, the organizational document that creates the organization becomes effective; and
(j) if the surviving organization preexists the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective.
(2) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization if before the merger the constituent organization was subject to suit in this state on the obligation. A surviving organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for the purposes of enforcing an obligation under this subsection. Service on the secretary of state under this subsection is made in the same manner and with the same consequences as in 35-7-113.
History: En. Sec. 90, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 15. Conversion › 35-12-1515. Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status

35-12-1515. Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status.
(1) If a partner of a converting limited partnership or constituent limited partnership will have personal liability with respect to a converted organization or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner unless:
(a) the limited partnership's partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners; and
(b) the partner has consented to the provision of the partnership agreement.
(2) An amendment to a certificate of limited partnership that deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner unless:
(a) the limited partnership's partnership agreement provides for the amendment with the consent of less than all the general partners; and
(b) each general partner that does not consent to the amendment has consented to the provision of the partnership agreement.
(3) A partner does not give the consent required by subsection (1) or (2) merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners.
History: En. Sec. 91, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 15. Conversion › 35-12-1521. Power of general partners and persons dissociated as general partners to bind organization after conversion or merger

35-12-1521. Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.
(1) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting limited partnership or constituent limited partnership binds the converted organization or surviving organization after the conversion or merger becomes effective if:
(a) before the conversion or merger became effective, the act would have bound the converting limited partnership or constituent limited partnership under 35-12-806; and
(b) at the time the third party enters into the transaction, the third party:
(i) does not have notice of the conversion or merger; and
(ii) reasonably believes that the converted or surviving business is the converting limited partnership or constituent limited partnership and that the person is a general partner in the converting limited partnership or constituent limited partnership.
(2) An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting limited partnership or constituent limited partnership binds the converted organization or surviving organization after the conversion or merger becomes effective if:
(a) before the conversion or merger became effective, the act would have bound the converting limited partnership or constituent limited partnership under 35-12-806 if the person had been a general partner; and
(b) at the time the third party enters into the transaction, less than 2 years have passed since the person dissociated as a general partner and the third party:
(i) does not have notice of the dissociation;
(ii) does not have notice of the conversion or merger; and
(iii) reasonably believes that the converted organization or surviving organization is the converting limited partnership or constituent limited partnership and that the person is a general partner in the converting limited partnership or constituent limited partnership.
(3) If a person having knowledge of the conversion or merger causes a converted organization or surviving organization to incur an obligation under subsection (1) or (2), the person is liable:
(a) to the converted organization or surviving organization for any damage caused to the organization arising from the obligation; and
(b) if another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability.
History: En. Sec. 93, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 15. Conversion › 35-12-1522. Part not exclusive

35-12-1522. Part not exclusive.
This part does not preclude an entity from being converted or merged under other law.
History: En. Sec. 94, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 13. Mining Partnerships › Part 1. Formation › 35-13-101. When a mining partnership exists

35-13-101. When a mining partnership exists.
A mining partnership exists when two or more persons who own or acquire a mining claim for the purpose of working it and extracting the mineral therefrom actually engage in working the same.
History: En. Sec. 3350, Civ. C. 1895; re-en. Sec. 5535, Rev. C. 1907; re-en. Sec. 8050, R.C.M. 1921; Cal. Civ. C. Sec. 2511; re-en. Sec. 8050, R.C.M. 1935; R.C.M. 1947, 63-1001.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 13. Mining Partnerships › Part 1. Formation › 35-13-102. Express agreement not necessary to formation

35-13-102. Express agreement not necessary to formation.
An express agreement to become partners or to share the profits and losses of mining is not necessary to the formation and existence of a mining partnership. The relation arises from the ownership of shares or interests in the mine and working the same for the purpose of extracting the minerals therefrom.
History: En. Sec. 3351, Civ. C. 1895; re-en. Sec. 5536, Rev. C. 1907; re-en. Sec. 8051, R.C.M. 1921; Cal. Civ. C. Sec. 2512; re-en. Sec. 8051, R.C.M. 1935; R.C.M. 1947, 63-1002.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 13. Mining Partnerships › Part 2. Relations Between Partners and With Third Persons › 35-13-201. When contract in writing is binding

35-13-201. When contract in writing is binding.
No member of a mining partnership or other agent or manager thereof can by a contract in writing bind the partnership, except by express authority derived from the members thereof.
History: En. Sec. 3358, Civ. C. 1895; re-en. Sec. 5543, Rev. C. 1907; re-en. Sec. 8058, R.C.M. 1921; Cal. Civ. C. Sec. 2519; re-en. Sec. 8058, R.C.M. 1935; R.C.M. 1947, 63-1009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 13. Mining Partnerships › Part 2. Relations Between Partners and With Third Persons › 35-13-202. Owners of majority interest govern

35-13-202. Owners of majority interest govern.
The decision of the members owning a majority of the shares or interest in a mining partnership binds it in the conduct of its business.
History: En. Sec. 3359, Civ. C. 1895; re-en. Sec. 5544, Rev. C. 1907; re-en. Sec. 8059, R.C.M. 1921; Cal. Civ. C. Sec. 2520; re-en. Sec. 8059, R.C.M. 1935; R.C.M. 1947, 63-1010.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 13. Mining Partnerships › Part 2. Relations Between Partners and With Third Persons › 35-13-203. Mine -- partnership property

35-13-203. Mine -- partnership property.
The mining ground owned and worked by partners in mining, whether purchased with partnership funds or not, is partnership property.
History: En. Sec. 3354, Civ. C. 1895; re-en. Sec. 5539, Rev. C. 1907; re-en. Sec. 8054, R.C.M. 1921; Cal. Civ. C. Sec. 2515; re-en. Sec. 8054, R.C.M. 1935; R.C.M. 1947, 63-1005.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 13. Mining Partnerships › Part 2. Relations Between Partners and With Third Persons › 35-13-204. Profits and losses -- how shared

35-13-204. Profits and losses -- how shared.
A member of a mining partnership shares in the profits and losses of the partnership in the proportion that the interest or share the member owns in the mine bears to the whole partnership capital or whole number of shares.
History: En. Sec. 3352, Civ. C. 1895; re-en. Sec. 5537, Rev. C. 1907; re-en. Sec. 8052, R.C.M. 1921; Cal. Civ. C. Sec. 2513; re-en. Sec. 8052, R.C.M. 1935; R.C.M. 1947, 63-1003; amd. Sec. 1315, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 13. Mining Partnerships › Part 2. Relations Between Partners and With Third Persons › 35-13-205. Lien of partner for debts due creditors

35-13-205. Lien of partner for debts due creditors.
Each member of a mining partnership has a lien on the partnership property for the debts due the creditors of the partnership and for money advanced by the member for its uses. This lien exists notwithstanding an agreement among the partners that it may not exist.
History: En. Sec. 3353, Civ. C. 1895; re-en. Sec. 5538, Rev. C. 1907; re-en. Sec. 8053, R.C.M. 1921; Cal. Civ. C. Sec. 2514; re-en. Sec. 8053, R.C.M. 1935; R.C.M. 1947, 63-1004; amd. Sec. 1316, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 13. Mining Partnerships › Part 2. Relations Between Partners and With Third Persons › 35-13-206. Partnership not dissolved by sale of interest -- purchaser becomes partner

35-13-206. Partnership not dissolved by sale of interest -- purchaser becomes partner.
One of the partners in a mining partnership may convey the partner's interest in the mine and business without dissolving the partnership. The purchaser from the date of purchase becomes a member of the partnership.
History: En. Sec. 3355, Civ. C. 1895; re-en. Sec. 5540, Rev. C. 1907; re-en. Sec. 8055, R.C.M. 1921; Cal. Civ. C. Sec. 2516; re-en. Sec. 8055, R.C.M. 1935; R.C.M. 1947, 63-1006; amd. Sec. 1317, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 13. Mining Partnerships › Part 2. Relations Between Partners and With Third Persons › 35-13-207. Purchaser takes subject to liens -- exception for good faith purchaser

35-13-207. Purchaser takes subject to liens -- exception for good faith purchaser.
A purchaser of an interest in the mining ground of a mining partnership takes it subject to the liens existing in favor of the partners for debts due all creditors of the partnership or advances made for the benefit of the partnership unless the purchaser purchased in good faith for a valuable consideration without notice of the lien.
History: En. Sec. 3356, Civ. C. 1895; re-en. Sec. 5541, Rev. C. 1907; re-en. Sec. 8056, R.C.M. 1921; Cal. Civ. C. Sec. 2517; re-en. Sec. 8056, R.C.M. 1935; R.C.M. 1947, 63-1007; amd. Sec. 1318, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 13. Mining Partnerships › Part 2. Relations Between Partners and With Third Persons › 35-13-208. When purchaser takes with notice of liens

35-13-208. When purchaser takes with notice of liens.
The purchaser of the interest of a partner in a mine when the partnership is engaged in working it takes with notice of all liens resulting from the relation of the partners to each other and to the creditors of the partnership.
History: En. Sec. 3357, Civ. C. 1895; re-en. Sec. 5542, Rev. C. 1907; re-en. Sec. 8057, R.C.M. 1921; Cal. Civ. C. Sec. 2518; re-en. Sec. 8057, R.C.M. 1935; R.C.M. 1947, 63-1008.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 1. General Provisions › 35-14-102. Reservation of power to amend or repeal

35-14-102. Reservation of power to amend or repeal.
The legislature has power to amend or repeal all or part of this chapter at any time, and all domestic and foreign corporations subject to this chapter are governed by the amendment or repeal.
History: En. Sec. 2, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 1. General Provisions › 35-14-121. Forms

35-14-121. Forms.
(1) (a) The secretary of state may prescribe and furnish on request forms for:
(i) an application for a certificate of existence or certificate of registration;
(ii) a foreign corporation's registration statement;
(iii) a foreign corporation's statement of withdrawal;
(iv) a foreign corporation's transfer of registration statement; and
(v) the annual report.
(b) If the secretary of state requires, use of these forms is mandatory.
(2) The secretary of state may prescribe and furnish on request forms for other documents required or permitted to be filed by this chapter, but their use is not mandatory.
History: En. Sec. 4, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 1. General Provisions › 35-14-122. Filing -- service -- copying fees

35-14-122. Filing -- service -- copying fees.
(1) The secretary of state shall establish fees for:
(a) the filing of documents delivered to the secretary of state as required by this part;
(b) issuing certificates and statements as required by this part; and
(c) copying and transmitting documents, priority handling, and responding to requests for information.
(2) Fees authorized under this section must be set and deposited in accordance with 2-15-405.
History: En. Sec. 5, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 1. General Provisions › 35-14-123. Effective date -- filed document

35-14-123. Effective date -- filed document.
(1) Except to the extent otherwise provided in 35-14-124(3) and 35-14-145 through 35-14-152, a document accepted for filing is effective:
(a) on the date and at the time of filing, as provided in 35-14-125(2);
(b) on the date of filing and at the time specified in the document as its effective time if later than the time under subsection (1)(a);
(c) at a specified delayed effective date and time, which may not be more than 90 days after filing; or
(d) if a delayed effective date is specified but no time is specified, at 12:01 a.m. on the date specified, which may not be more than 90 days after the date of filing.
(2) If a filed document does not specify the time zone or place at which a date or time or both are to be determined, the date or time or both at which it becomes effective are those prevailing at the place of filing in this state.
History: En. Sec. 6, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 1. General Provisions › 35-14-124. Correcting filed document

35-14-124. Correcting filed document.
(1) A document filed by the secretary of state pursuant to this chapter may be corrected if:
(a) the document contains an inaccuracy;
(b) the document was defectively signed, attested, sealed, verified, or acknowledged; or
(c) the electronic transmission was defective.
(2) A document is corrected:
(a) by preparing articles of correction that:
(i) describe the document, including its filing date, or attach a copy of it to the articles of correction;
(ii) specify the inaccuracy or defect to be corrected; and
(iii) correct the inaccuracy or defect; and
(b) by delivering the articles of correction to the secretary of state for filing.
(3) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
History: En. Sec. 7, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 1. General Provisions › 35-14-125. Filing duty -- secretary of state

35-14-125. Filing duty -- secretary of state.
(1) If a document delivered to the office of the secretary of state for filing satisfies the requirements of 35-14-120, the secretary of state shall file it.
(2) The secretary of state files a document by recording it as filed on the date and time of receipt. After filing a document, the secretary of state shall return to the person who delivered the document for filing a copy of the document with an acknowledgment of the date and time of filing.
(3) If the secretary of state refuses to file a document, it must be returned to the person who delivered the document for filing within 10 days after the document was delivered, together with a brief, written explanation of the reason for the refusal.
(4) The secretary of state's duty to file documents under this section is ministerial. The secretary of state's filing or refusing to file a document does not create a presumption that:
(a) the document does or does not conform to the requirements of this chapter; or
(b) the information contained in the document is correct or incorrect.
(5) The secretary of state may correct errors caused by a filing officer. The error and the correction must be retained in the file containing the document in which the error appeared. For the purposes of this subsection, a filing officer is a person employed in a filing office as defined in 30-9A-102.
(6) The secretary of state shall file a document that otherwise complies with the requirements of 35-14-120 and this section for any entity that originated under the laws of entity formation of a federally recognized Indian tribe.
History: En. Sec. 8, Ch. 271, L. 2019; amd. Sec. 2, Ch. 568, L. 2023.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 1. General Provisions › 35-14-126. Appeal from secretary of state -- refusal to file document

35-14-126. Appeal from secretary of state -- refusal to file document.
(1) If the secretary of state refuses to file a document delivered for filing, the person that delivered the document for filing may petition the district court of the first judicial district to compel its filing. The document and the explanation of the secretary of state of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding.
(2) The court may order the secretary of state to file the document or take other action the court considers appropriate.
(3) The court's final decision may be appealed as in other civil proceedings.
History: En. Sec. 9, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 1. General Provisions › 35-14-127. Evidentiary effect -- certified copy of filed document

35-14-127. Evidentiary effect -- certified copy of filed document.
A certificate from the secretary of state delivered with a copy of a document filed by the secretary of state is conclusive evidence that the original document is on file with the secretary of state.
History: En. Sec. 10, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 1. General Provisions › 35-14-128. Certificate of existence or registration

35-14-128. Certificate of existence or registration.
(1) Any person may apply to the secretary of state to furnish a certificate of existence for a domestic corporation or a certificate of registration for a foreign corporation.
(2) A certificate of existence sets forth:
(a) the domestic corporation's corporate name;
(b) that the domestic corporation is duly incorporated under the law of this state, the date of its incorporation, and the period of its duration if less than perpetual;
(c) that all fees, taxes, and penalties owed to this state have been paid if:
(i) payment is reflected in the records of the secretary of state; and
(ii) nonpayment affects the existence of the domestic corporation;
(d) that its most recent annual report required by 35-14-1621 has been filed with the secretary of state;
(e) that articles of dissolution have not been filed;
(f) that the corporation is not administratively dissolved and a proceeding is not pending under 35-14-1421; and
(g) other facts of record in the office of the secretary of state that may be requested by the applicant.
(3) A certificate of registration sets forth:
(a) the foreign corporation's name used in this state;
(b) that the foreign corporation is registered to do business in this state;
(c) that all fees, taxes, and penalties owed to this state have been paid if:
(i) payment is reflected in the records of the secretary of state; and
(ii) nonpayment affects the registration of the foreign corporation;
(d) that its most recent annual report required by 35-14-1621 has been filed with the secretary of state; and
(e) other facts of record in the office of the secretary of state that may be requested by the applicant.
(4) Subject to any qualification stated in the certificate, a certificate of existence or registration issued by the secretary of state may be relied on as conclusive evidence of the facts stated in the certificate.
History: En. Sec. 11, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 1. General Provisions › 35-14-129. Penalty -- signing false document

35-14-129. Penalty -- signing false document.
(1) The execution of any document required to be filed with the secretary of state under this part constitutes an affirmation, under the penalties of false swearing, by each person executing the document that the facts stated in the document are true.
(2) The secretary of state shall provide for the printing of a warning to this effect on each form prescribed by the secretary of state under this part.
History: En. Sec. 12, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 1. General Provisions › 35-14-130. Powers

35-14-130. Powers.
(1) The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state by this chapter.
(2) The secretary of state may adopt rules to perform the duties required of the secretary of state under this part, including establishing necessary fees.
History: En. Sec. 13, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 1. General Provisions › 35-14-142. Number of shareholders

35-14-142. Number of shareholders.
(1) For purposes of this chapter, the following, identified as a shareholder in a corporation's current record of shareholders, constitutes one shareholder:
(a) three or fewer co-owners;
(b) a corporation, partnership, trust, estate, or other entity; and
(c) the trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.
(2) For purposes of this chapter, shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.
History: En. Sec. 16, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 1. General Provisions › 35-14-144. Householding

35-14-144. Householding.
(1) A corporation has delivered written notice or any other report or statement under this chapter, the articles of incorporation, or the bylaws to all shareholders who share a common address if:
(a) the corporation delivers one copy of the notice, report, or statement to the common address;
(b) the corporation addresses the notice, report, or statement to those shareholders either as a group or to each of those shareholders individually or to the shareholders in a form to which each of those shareholders has consented; and
(c) each of those shareholders consents to delivery of a single copy of the notice, report, or statement to the shareholders' common address.
(2) Any consent described in subsection (1)(b) or (1)(c) is revocable by any of the shareholders who deliver written notice of revocation to the corporation. If a written notice of revocation is delivered, the corporation shall begin providing individual notices, reports, or other statements to the revoking shareholder no later than 30 days after delivery of the written notice of revocation.
(3) Any shareholder who fails to object by written notice to the corporation within 60 days of written notice by the corporation of its intention to deliver single copies of notices, reports, or statements to shareholders who share a common address as permitted by subsection (1) is considered to have consented to receiving a single copy at the common address, provided that the notice of intention explains that consent may be revoked and the method for revoking.
History: En. Sec. 18, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 1. General Provisions › 35-14-145. Definitions -- ratification of defective corporate actions

35-14-145. Definitions -- ratification of defective corporate actions.
In 35-14-145 through 35-14-152, the following definitions apply:
(1) "Corporate action" means any action taken by or on behalf of the corporation, including any action taken by the incorporator, the board of directors, a committee of the board of directors, an officer or agent of the corporation, or the shareholders.
(2) "Date of the defective corporate action" means the date, or the approximate date if the exact date is unknown, the defective corporate action was purported to have been taken.
(3) "Defective corporate action" means:
(a) any corporate action purportedly taken that is, and at the time the corporate action was purportedly taken would have been, within the power of the corporation but is void or voidable due to a failure of authorization; and
(b) an overissue.
(4) "Failure of authorization" means the failure to authorize, approve, or otherwise effect a corporate action in compliance with the provisions of this chapter, the articles of incorporation or bylaws, a corporate resolution, or any plan or agreement to which the corporation is a party if and to the extent the failure would render the corporate action void or voidable.
(5) "Overissue" means the purported issuance of:
(a) shares of a class or series in excess of the number of shares of a class or series the corporation has the power to issue under 35-14-601 at the time of the issuance; or
(b) shares of any class or series that is not then authorized for issuance by the articles of incorporation.
(6) "Putative shares" means the shares of any class or series (including shares issued upon exercise of rights, options, warrants, or other securities convertible into shares of the corporation or interests with respect to those shares) that were created or issued as a result of a defective corporate action and that:
(a) but for any failure of authorization would constitute valid shares; or
(b) cannot be determined by the board of directors to be valid shares.
(7) "Valid shares" means the shares of any class or series that have been duly authorized and validly issued in accordance with this chapter, including as a result of ratification or validation under 35-14-145 through 35-14-152.
(8) (a) "Validation effective time", with respect to any defective corporate action ratified under 35-14-145 through 35-14-152, means the later of:
(i) the time at which the ratification of the defective corporate action is approved by the shareholders or, if approval of shareholders is not required, the time at which the notice required by 35-14-149 becomes effective in accordance with 35-14-141; or
(ii) the time at which any articles of validation filed in accordance with 35-14-151 become effective.
(b) The validation effective time is not affected by the filing or pendency of a judicial proceeding under 35-14-152 or otherwise unless ordered by the court.
History: En. Sec. 19, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 1. General Provisions › 35-14-146. Defective corporate actions

35-14-146. Defective corporate actions.
(1) A defective corporate action is not void or voidable if ratified in accordance with 35-14-147 or validated in accordance with 35-14-152.
(2) Ratification under 35-14-147 or validation under 35-14-152 may not be considered the exclusive means of ratifying or validating a defective corporate action, and the absence or failure of ratification in accordance with 35-14-145 through 35-14-152 does not, of itself, affect the validity or effectiveness of any corporate action properly ratified under common law or otherwise or create a presumption that any corporate action is or was a defective corporate action or is void or voidable.
(3) In the case of an overissue, putative shares are valid shares effective as of the date originally issued or purportedly issued on:
(a) the effectiveness under 35-14-145 through 35-14-152 and under part 10 of this chapter of an amendment to the articles of incorporation authorizing, designating, or creating the shares; or
(b) the effectiveness of any other corporate action under 35-14-145 through 35-14-152 ratifying the authorization, designation, or creation of the shares.
History: En. Sec. 20, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 1. General Provisions › 35-14-147. Ratification -- defective corporate actions

35-14-147. Ratification -- defective corporate actions.
(1) To ratify a defective corporate action under this section, other than the ratification of an election of the initial board of directors under subsection (2), the board of directors shall take action ratifying the action in accordance with 35-14-148, stating:
(a) the defective corporate action to be ratified and, if the defective corporate action involved the issuance of putative shares, the number and type of putative shares purportedly issued;
(b) the date of the defective corporate action;
(c) the nature of the failure of authorization with respect to the defective corporate action to be ratified; and
(d) that the board of directors approves the ratification of the defective corporate action.
(2) In the event that a defective corporate action to be ratified relates to the election of the initial board of directors of the corporation under 35-14-205(1)(b), a majority of the persons who, at the time of the ratification, are exercising the powers of directors may take an action stating:
(a) the name of the person or persons who first took action in the name of the corporation as the initial board of directors of the corporation;
(b) the earlier of the date on which those persons first took action or the date on which they were purported to have been elected as the initial board of directors; and
(c) that the ratification of the election of the person or persons as the initial board of directors is approved.
(3) If any provision of this chapter, the articles of incorporation or bylaws, any corporate resolution, or any plan or agreement to which the corporation is a party that is in effect at the time action under subsection (1) is taken requires shareholder approval or would have required shareholder approval at the date of the occurrence of the defective corporate action, the ratification of the defective corporate action approved in the action taken by the directors under subsection (1) must be submitted to the shareholders for approval in accordance with 35-14-148.
(4) Unless otherwise provided in the action taken by the board of directors under subsection (1), after the action by the board of directors has been taken and, if required, approved by the shareholders, the board of directors may abandon the ratification at any time before the validation effective time without further action of the shareholders.
History: En. Sec. 21, Ch. 271, L. 2019.