reglab/statecodes huggingface dataset:
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 11. Mergers and Share Exchanges › 35-14-1108. Abandonment of merger or share exchange

35-14-1108. Abandonment of merger or share exchange.
(1) After a plan of merger or share exchange has been adopted and approved as required by this part and before articles of merger or share exchange have become effective, the plan may be abandoned by a domestic business corporation that is a party to the plan without action by its shareholders in accordance with any procedures set forth in the plan of merger or share exchange or, if no procedures are set forth in the plan, in the manner determined by the board of directors.
(2) If a merger or share exchange is abandoned under subsection (1) after articles of merger or share exchange have been delivered to the secretary of state for filing but before the merger or share exchange has become effective, a statement of abandonment signed by all the parties that signed the articles of merger or share exchange must be delivered to the secretary of state for filing before the articles of merger or share exchange become effective. The statement takes effect on filing and the merger or share exchange is abandoned and does not become effective. The statement of abandonment must contain:
(a) the name of each party to the merger or the names of the acquiring and acquired entities in a share exchange;
(b) the date on which the articles of merger or share exchange were filed by the secretary of state; and
(c) a statement that the merger or share exchange has been abandoned in accordance with this section.
History: En. Sec. 168, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 12. Disposition of Assets › 35-14-1201. Disposition of assets not requiring shareholder approval

35-14-1201. Disposition of assets not requiring shareholder approval.
No approval of the shareholders is required, unless the articles of incorporation provide otherwise:
(1) to sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets in the usual and regular course of business;
(2) to mortgage, pledge, dedicate, with or without recourse, to the repayment of indebtedness, or otherwise encumber any or all of the corporation's assets, regardless of whether in the usual and regular course of business;
(3) to transfer any or all of the corporation's assets to one or more domestic or foreign corporations or other entities all of the shares or interests of which are owned by the corporation; or
(4) to distribute assets pro rata to the holders of one or more classes or series of the corporation's shares.
History: En. Sec. 169, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 13. Appraisal Rights › 35-14-1303. Assertion of rights -- nominees -- beneficial shareholders

35-14-1303. Assertion of rights -- nominees -- beneficial shareholders.
(1) A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder's name but owned by a beneficial shareholder or a voting trust beneficial owner only if the record shareholder objects with respect to all shares of a class or series owned by the beneficial shareholder or the voting trust beneficial owner and notifies the corporation in writing of the name and address of each beneficial shareholder or voting trust beneficial owner on whose behalf appraisal rights are being asserted. The rights of a record shareholder who asserts appraisal rights for only part of the shares held of record in the record shareholder's name under this subsection must be determined as if the shares to which the record shareholder objects and the record shareholder's other shares were registered in the names of different record shareholders.
(2) A beneficial shareholder and a voting trust beneficial owner may assert appraisal rights as to shares of any class or series held on behalf of the shareholder only if the shareholder:
(a) submits to the corporation the record shareholder's written consent to the assertion of the rights no later than the date referred to in 35-14-1322(2)(b)(ii); and
(b) does so with respect to all shares of the class or series that are beneficially owned by the beneficial shareholder or the voting trust beneficial owner.
History: En. Sec. 173, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 13. Appraisal Rights › 35-14-1320. Notice of appraisal rights

35-14-1320. Notice of appraisal rights.
(1) When any corporate action specified in 35-14-1302(1) is to be submitted to a vote at a shareholders' meeting, the meeting notice or, when no approval of the action is required pursuant to 35-14-1104(10), the offer made pursuant to 35-14-1104(10) must state that the corporation has concluded that appraisal rights are, are not, or may be available under this part. If the corporation concludes that appraisal rights are or may be available, a copy of this part must accompany the meeting notice or offer sent to those record shareholders entitled to exercise appraisal rights.
(2) In a merger pursuant to 35-14-1105, the parent entity shall notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that the corporate action became effective. The notice must be sent within 10 days after the corporate action became effective and include the materials described in 35-14-1322.
(3) When any corporate action specified in 35-14-1302(1) is to be approved by written consent of the shareholders pursuant to 35-14-704:
(a) written notice that appraisal rights are, are not, or may be available must be sent to each record shareholder from whom a consent is solicited at the time consent of each shareholder is first solicited, and if the corporation has concluded that appraisal rights are or may be available, the notice must be accompanied by a copy of this part; and
(b) written notice that appraisal rights are, are not, or may be available must be delivered together with the notice to nonconsenting and nonvoting shareholders required by 35-14-704(5) and (6), may include the materials described in 35-14-1322, and, if the corporation has concluded that appraisal rights are or may be available, must be accompanied by a copy of this part.
(4) When corporate action described in 35-14-1302(1) is proposed or a merger pursuant to 35-14-1104 is effected, the notice referred to in subsection (1) or (3) of this section, if the corporation concludes that appraisal rights are or may be available, and in subsection (2) must be accompanied by:
(a) financial statements of the corporation that issued the shares that may be subject to appraisal, consisting of a balance sheet as of the end of a fiscal year ending not more than 16 months before the date of the notice, an income statement for that year, and a cash flow statement for that year, provided that if those financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information; and
(b) the latest interim financial statements of the corporation, if any.
(5) The right to receive the information described in subsection (4) may be waived in writing by a shareholder before or after the corporate action.
History: En. Sec. 174, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 13. Appraisal Rights › 35-14-1321. Notice of intent to demand payment -- consequences of voting or consenting

35-14-1321. Notice of intent to demand payment -- consequences of voting or consenting.
(1) If a corporate action specified in 35-14-1302(1) is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares:
(a) shall deliver to the corporation, before the vote is taken, written notice of the shareholder's intent to demand payment if the proposed action is effected; and
(b) may not vote, or cause or permit to be voted, any shares of that class or series in favor of the proposed action.
(2) If a corporate action specified in 35-14-1302(1) is to be approved by written consent, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares may not sign a consent in favor of the proposed action with respect to that class or series of shares.
(3) If a corporate action specified in 35-14-1302(1) does not require shareholder approval pursuant to 35-14-1104(10), a shareholder who wishes to assert appraisal rights with respect to any class or series of shares:
(a) shall deliver to the corporation before the shares are purchased pursuant to the offer written notice of the shareholder's intent to demand payment if the proposed action is effected; and
(b) may not tender or cause or permit to be tendered any shares of that class or series in response to the offer.
(4) A shareholder who fails to satisfy the requirements of subsection (1), (2) or (3) is not entitled to payment under this part.
History: En. Sec. 175, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 13. Appraisal Rights › 35-14-1322. Appraisal notice and form

35-14-1322. Appraisal notice and form.
(1) If a corporate action requiring appraisal rights under 35-14-1302(1) becomes effective, the corporation shall deliver the written appraisal notice and form required by subsection (2) of this section to all shareholders who satisfy the requirements of 35-14-1321(1), (2), or (3). In the case of a merger under 35-14-1105, the parent shall deliver an appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights.
(2) The appraisal notice must be delivered no earlier than the date the corporate action specified in 35-14-1302(1) became effective and no later than 10 days after that date and must:
(a) supply a form that:
(i) specifies the first date of any announcement to shareholders made before the date the corporate action became effective of the principal terms of the proposed corporate action; and
(ii) if the announcement was made, requires the shareholder asserting appraisal rights to certify whether beneficial ownership of those shares for which appraisal rights are asserted was acquired before that date; and
(iii) requires the shareholder asserting appraisal rights to certify that the shareholder did not vote for or consent to the transaction as to the class or series of shares for which appraisal is sought;
(b) state:
(i) where the form must be sent and where certificates for certificated shares must be deposited and the date by which those certificates must be deposited, which may not be earlier than the date by which the corporation must receive the required form under subsection (2)(b)(ii);
(ii) a date by which the corporation must receive the form, which may not be fewer than 40 or more than 60 days after the date the appraisal notice required by subsection (1) is sent, and state that the shareholder has waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by the specified date;
(iii) the corporation's estimate of the fair value of the shares;
(iv) that if requested in writing, the corporation will provide to the shareholder so requesting, within 10 days after the date specified in subsection (2)(b)(ii), the number of shareholders who return the forms by the specified date and the total number of shares owned by them; and
(v) the date by which the notice to withdraw under 35-14-1323 must be received, which must be within 20 days after the date specified in subsection (2)(b)(ii) of this section; and
(c) be accompanied by a copy of this part.
History: En. Sec. 176, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 13. Appraisal Rights › 35-14-1323. Perfection of rights -- right to withdraw

35-14-1323. Perfection of rights -- right to withdraw.
(1) A shareholder who receives notice pursuant to 35-14-1322 and who wishes to exercise appraisal rights shall sign and return the form sent by the corporation and, in the case of certificated shares, deposit the shareholder's certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to 35-14-1322(2)(b)(ii). In addition, if applicable, the shareholder shall certify on the form whether the beneficial owner of the shares acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to 35-14-1322(2)(a)(i). If a shareholder fails to make this certification, the corporation may elect to treat the shareholder's shares as after-acquired shares under 35-14-1325. Once a shareholder deposits that shareholder's certificates or, in the case of uncertificated shares, returns the signed forms, that shareholder loses all rights as a shareholder unless the shareholder withdraws pursuant to subsection (2).
(2) A shareholder who has complied with subsection (1) may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by notifying the corporation in writing by the date set forth in the appraisal notice pursuant to 35-14-1322(2)(b)(v). A shareholder who fails to withdraw from the appraisal process may not thereafter withdraw without the corporation's written consent.
(3) A shareholder who does not sign and return the form and, in the case of certificated shares, deposit that shareholder's share certificates where required, each by the date set forth in the notice described in 35-14-1322(2), is not entitled to payment under this part.
History: En. Sec. 177, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 13. Appraisal Rights › 35-14-1324. Payment

35-14-1324. Payment.
(1) Except as provided in 35-14-1325, within 30 days after the form required by 35-14-1322(2)(b)(ii) is due, the corporation shall pay in cash to those shareholders who complied with 35-14-1323(1) the amount the corporation estimates to be the fair value of their shares, plus interest.
(2) The payment to each shareholder pursuant to subsection (1) must be accompanied by:
(a) (i) financial statements of the corporation that issued the shares to be appraised, consisting of a balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year, and a cash flow statement for that year or, if those annual financial statements are not reasonably available, reasonably equivalent financial information; and
(ii) the latest interim financial statements of the corporation, if any;
(b) a statement of the corporation's estimate of the fair value of the shares, which must equal or exceed the corporation's estimate given pursuant to 35-14-1322(2)(b)(iii); and
(c) a statement that shareholders described in subsection (1) of this section have the right to demand further payment under 35-14-1326 and that if any shareholder does not do so within the time period specified in 35-14-1326(2), the shareholder is considered to have accepted the payment under subsection (1) of this section in full satisfaction of the corporation's obligations under this part.
History: En. Sec. 178, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 13. Appraisal Rights › 35-14-1325. After-acquired shares

35-14-1325. After-acquired shares.
(1) A corporation may elect to withhold payment required by 35-14-1324 from any shareholder who was required to but did not certify that beneficial ownership of all of the shareholder's shares for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice sent pursuant to 35-14-1322(2)(a).
(2) If the corporation elected to withhold payment under subsection (1) of this section, it shall, within 30 days after the form required by 35-14-1322(2)(b)(ii) is due, notify all shareholders who are described in subsection (1) of this section:
(a) of the information required by 35-14-1324(2)(a);
(b) of the corporation's estimate of fair value pursuant to 35-14-1324(2)(b);
(c) that they may accept the corporation's estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal under 35-14-1326;
(d) that those shareholders who wish to accept the offer shall notify the corporation of their acceptance of the corporation's offer within 30 days after receiving the offer; and
(e) that those shareholders who do not satisfy the requirements for demanding appraisal under 35-14-1326 are considered to have accepted the corporation's offer.
(3) Within 10 days after receiving the shareholder's acceptance pursuant to subsection (2)(d), the corporation shall pay in cash the amount it offered under subsection (2)(b), plus interest, to each shareholder who agreed to accept the corporation's offer in full satisfaction of the shareholder's demand.
(4) Within 40 days after delivering the notice described in subsection (2), the corporation shall pay in cash the amount it offered to pay under subsection (2)(b), plus interest, to each shareholder described in subsection (2)(e).
History: En. Sec. 179, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 13. Appraisal Rights › 35-14-1326. Procedure if shareholder dissatisfied with payment or offer

35-14-1326. Procedure if shareholder dissatisfied with payment or offer.
(1) A shareholder paid pursuant to 35-14-1324 who is dissatisfied with the amount of the payment shall notify the corporation in writing of that shareholder's estimate of the fair value of the shares and demand payment of that estimate, less any payment under 35-14-1324, plus interest. A shareholder offered payment under 35-14-1325 who is dissatisfied with that offer may reject the offer and demand payment of the shareholder's stated estimate of the fair value of the shares, plus interest.
(2) A shareholder who fails to notify the corporation in writing of that shareholder's demand to be paid the shareholder's stated estimate of the fair value plus interest under subsection (1) within 30 days after receiving the corporation's payment or offer of payment under 35-14-1324 or 35-14-1325, respectively, waives the right to demand payment under this section and is entitled only to the payment made or offered pursuant to those respective sections.
History: En. Sec. 180, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 13. Appraisal Rights › 35-14-1330. Judicial appraisal of shares -- court action

35-14-1330. Judicial appraisal of shares -- court action.
(1) If a shareholder makes demand for payment under 35-14-1326 that remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the 60-day period, it shall pay in cash to each shareholder the amount the shareholder demanded pursuant to 35-14-1326, plus interest.
(2) The corporation shall commence the proceeding in the district court of the county in which its principal office is located or, if its principal office is not located in this state, in the first judicial district.
(3) The corporation shall make all shareholders, regardless of whether they are residents of this state, whose demands remain unsettled parties to the proceeding as in an action against their shares, and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.
(4) The jurisdiction of the court in which the proceeding is commenced under subsection (2) is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the powers described in the order appointing them or in any amendment to it. The shareholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings. There is no right to a jury trial.
(5) Each shareholder made a party to the proceeding is entitled to judgment:
(a) for the amount, if any, by which the court finds the fair value of the shareholder's shares exceeds the amount paid by the corporation to the shareholder for the shares, plus interest; or
(b) for the fair value, plus interest, of the shareholder's shares for which the corporation elected to withhold payment under 35-14-1325.
History: En. Sec. 181, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 13. Appraisal Rights › 35-14-1331. Court costs -- expenses

35-14-1331. Court costs -- expenses.
(1) The court in an appraisal proceeding commenced under 35-14-1330 shall determine all court costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the court costs against the corporation, except that the court may assess court costs against all or some of the shareholders demanding appraisal, in amounts the court finds equitable, to the extent the court finds the shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this part.
(2) The court in an appraisal proceeding may also assess the expenses of the respective parties in amounts the court finds equitable:
(a) against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with the requirements of 35-14-1320, 35-14-1322, 35-14-1324, or 35-14-1325; or
(b) against either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds the party against whom expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this part.
(3) If the court in an appraisal proceeding finds that the expenses incurred by any shareholder were of substantial benefit to other shareholders similarly situated and that the expenses should not be assessed against the corporation, the court may direct that those expenses be paid out of the amounts awarded the shareholders who were benefited.
(4) To the extent the corporation fails to make a required payment pursuant to 35-14-1324, 35-14-1325, or 35-14-1326, any affected shareholder may sue directly for the amount owed and, to the extent successful, is entitled to recover from the corporation all expenses of the suit.
History: En. Sec. 182, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 13. Appraisal Rights › 35-14-1340. Other remedies limited

35-14-1340. Other remedies limited.
(1) The legality of a proposed or completed corporate action described in 35-14-1302(1) may not be contested, and the corporate action may not be enjoined, set aside, or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the corporate action.
(2) Subsection (1) does not apply to a corporate action that:
(a) was not authorized and approved in accordance with the applicable provisions of:
(i) part 9, 10, 11, or 12 of this chapter;
(ii) the articles of incorporation or bylaws; or
(iii) the resolution of the board of directors authorizing the corporate action;
(b) was procured as a result of fraud, a material misrepresentation, or an omission of a material fact necessary to make statements made, in light of the circumstances in which they were made, not misleading;
(c) is an interested transaction unless it has been recommended by the board of directors in the manner provided in 35-14-862 and has been approved by the shareholders in the manner provided in 35-14-863 as if the interested transaction were a director's conflicting interest transaction; or
(d) is approved by less than unanimous consent of the voting shareholders pursuant to 35-14-704 if:
(i) the challenge to the corporate action is brought by a shareholder who did not consent and as to whom notice of the approval of the corporate action was not effective at least 10 days before the corporate action was effected; and
(ii) the proceeding challenging the corporate action is commenced within 10 days after notice of the approval of the corporate action is effective as to the shareholder bringing the proceeding.
History: En. Sec. 183, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 14. Dissolution › 35-14-1401. Dissolution by incorporators or initial directors

35-14-1401. Dissolution by incorporators or initial directors.
A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the secretary of state for filing articles of dissolution that set forth:
(1) the name of the corporation;
(2) the date of its incorporation;
(3) either:
(i) that none of the corporation's shares has been issued; or
(ii) that the corporation has not commenced business;
(4) that no debt of the corporation remains unpaid;
(5) that the net assets of the corporation remaining after winding up have been distributed to the shareholders if shares were issued; and
(6) that a majority of the incorporators or initial directors authorized the dissolution.
History: En. Sec. 184, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 14. Dissolution › 35-14-1402. Dissolution by board of directors and shareholders

35-14-1402. Dissolution by board of directors and shareholders.
(1) The board of directors may propose dissolution for submission to the shareholders by first adopting a resolution authorizing the dissolution.
(2) (a) For a proposal to dissolve to be adopted, it must then be approved by the shareholders. In submitting the proposal to dissolve to the shareholders for approval, the board of directors shall recommend that the shareholders approve the dissolution unless:
(i) the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation; or
(ii) 35-14-826 applies.
(b) If either subsection (2)(a)(i) or (2)(a)(ii) of this section applies, the board shall inform the shareholders of the basis for its determination.
(3) The board of directors may set conditions for the approval of the proposal for dissolution by shareholders or for the effectiveness of the dissolution.
(4) If the approval of the shareholders is to be given at a meeting, the corporation shall notify each shareholder, regardless of whether entitled to vote, of the meeting of shareholders at which the dissolution is to be submitted for approval. The notice must state that the purpose or one of the purposes of the meeting is to consider dissolving the corporation.
(5) Unless the articles of incorporation require a greater vote or a lesser vote, approval of the dissolution requires the approval of a majority of the votes entitled to be cast on the dissolution and, if any class or series of shares is entitled to vote as a separate group on the dissolution, the approval of a majority of the votes entitled to be cast on the dissolution by that voting group. The articles of incorporation may not provide a lower quorum for a voting group than shares representing a majority of the votes entitled to be cast on the matter by the voting group or a lesser vote for a voting group than is provided for in 35-14-725(3).
History: En. Sec. 185, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 14. Dissolution › 35-14-1403. Articles of dissolution

35-14-1403. Articles of dissolution.
(1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth:
(a) the name of the corporation;
(b) the date that dissolution was authorized; and
(c) if dissolution was approved by the shareholders, a statement that the proposal to dissolve was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation.
(2) The articles of dissolution take effect on the effective date determined in accordance with 35-14-123. A corporation is dissolved on the effective date of its articles of dissolution.
(3) For purposes of 35-14-1401 through 35-14-1409, "dissolved corporation" means a corporation whose articles of dissolution have become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation.
History: En. Sec. 186, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 14. Dissolution › 35-14-1404. Revocation of dissolution

35-14-1404. Revocation of dissolution.
(1) A corporation may revoke its dissolution within 120 days after its effective date.
(2) Revocation of dissolution is authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.
(3) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:
(a) the name of the corporation;
(b) the effective date of the dissolution that was revoked;
(c) the date that the revocation of dissolution was authorized;
(d) if the corporation's board of directors or incorporators revoked the dissolution, a statement to that effect;
(e) if the corporation's board of directors revoked a dissolution as authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and
(f) if shareholder action was required to revoke the dissolution, a statement that the revocation was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation.
(g) The articles of revocation of dissolution take effect on the effective date determined in accordance with 35-14-123. Revocation of dissolution is effective on the effective date of the articles of revocation of dissolution.
(h) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution, and the corporation resumes carrying on its business as if dissolution had never occurred.
History: En. Sec. 187, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 14. Dissolution › 35-14-1405. Effect of dissolution

35-14-1405. Effect of dissolution.
(1) A corporation that has dissolved continues its corporate existence, but the dissolved corporation may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:
(a) collecting its assets;
(b) disposing of its properties that will not be distributed in kind to its shareholders;
(c) discharging or making provision for discharging its liabilities;
(d) making distributions of its remaining assets among its shareholders according to their interests; and
(e) doing every other act necessary to wind up and liquidate its business and affairs.
(2) Dissolution of a corporation does not:
(a) transfer title to the corporation's property;
(b) prevent transfer of its shares or securities;
(c) subject its directors or officers to standards of conduct different from those prescribed in part 8 of this chapter;
(d) change:
(i) quorum or voting requirements for its board of directors or shareholders;
(ii) provisions for selection, resignation, or removal of its directors or officers or both; or
(iii) provisions for amending its bylaws;
(e) prevent commencement of a proceeding by or against the corporation in its corporate name;
(f) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
(g) terminate the authority of the registered agent of the corporation.
(3) A distribution in liquidation under this section may be made only by a dissolved corporation. For purposes of determining the shareholders entitled to receive a distribution in liquidation, the board of directors may fix a record date for determining shareholders entitled to a distribution in liquidation, which may not be retroactive. If the board of directors does not fix a record date for determining shareholders entitled to a distribution in liquidation, the record date is the date the board of directors authorizes the distribution in liquidation.
History: En. Sec. 188, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 14. Dissolution › 35-14-1406. Known claims against dissolved corporation

35-14-1406. Known claims against dissolved corporation.
(1) A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after its effective date.
(2) The written notice must:
(a) describe information that must be included in a claim;
(b) provide a mailing address where a claim may be sent;
(c) state the deadline, which may not be fewer than 120 days after the written notice is effective, by which the dissolved corporation must receive the claim; and
(d) state that the claim will be barred if not received by the deadline.
(3) A claim against the dissolved corporation is barred:
(a) if a claimant who was given written notice under subsection (2) does not deliver the claim to the dissolved corporation by the deadline; or
(b) if a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days after the rejection notice is effective.
(4) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
History: En. Sec. 189, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 14. Dissolution › 35-14-1407. Other claims against dissolved corporations

35-14-1407. Other claims against dissolved corporations.
(1) A dissolved corporation may publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice.
(2) The notice must:
(a) be:
(i) published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office or, if none in this state, its registered office is or was last located; or
(ii) posted conspicuously for at least 30 consecutive days on the dissolved corporation's website;
(b) describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
(c) state that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within 3 years after the publication of the notice.
(3) If the dissolved corporation publishes a notice in accordance with subsection (2), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within 3 years after the first publication date of the notice:
(a) a claimant who was not given written notice under 35-14-1406;
(b) a claimant whose claim was timely sent to the dissolved corporation but not acted on by the corporation;
(c) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(4) A claim that is not barred by 35-14-1406(3) or subsection (3) of this section may be enforced:
(a) against the dissolved corporation to the extent of its undistributed assets; or
(b) except as provided in 35-14-1408(4), if the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder's pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder's total liability for all claims under this section may not exceed the total amount of assets distributed to the shareholder.
History: En. Sec. 190, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 14. Dissolution › 35-14-1408. Court proceedings

35-14-1408. Court proceedings.
(1) A dissolved corporation that has published a notice under 35-14-1407 may file an application with the district court of the county where its principal office is located or, if its principal office is not located in this state, of the first judicial district for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under 35-14-1407(3).
(2) Within 10 days after the filing of the application, notice of the proceeding must be given by the dissolved corporation to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved corporation.
(3) The court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved corporation.
(4) Provision by the dissolved corporation for security in the amount and the form ordered by the court under subsection (1) satisfies the dissolved corporation's obligations with respect to claims that are contingent, have not been made known to the dissolved corporation, or are based on an event occurring after the effective date of dissolution, and those claims may not be enforced against a shareholder who received assets in liquidation.
History: En. Sec. 191, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 14. Dissolution › 35-14-1409. Director duties

35-14-1409. Director duties.
(1) Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions in liquidation of assets to shareholders after payment of or provision for claims.
(2) Directors of a dissolved corporation that has disposed of claims under 35-14-1406 through 35-14-1408 may not be liable for breach of subsection (1) with respect to claims against the dissolved corporation that are barred or satisfied under 35-14-1406 through 35-14-1408.
History: En. Sec. 192, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 14. Dissolution › 35-14-1420. Grounds for administrative dissolution

35-14-1420. Grounds for administrative dissolution.
The secretary of state may commence a proceeding under 35-14-1421 to dissolve a corporation administratively if:
(1) the corporation does not pay within 60 days after they are due any fees, interest, or penalties imposed by this chapter or other laws of this state;
(2) the corporation does not deliver its annual report to the secretary of state within 120 days after it is due;
(3) the corporation is without a registered agent or registered office in this state for 60 days or more;
(4) the secretary of state has not been notified within 60 days that the corporation's registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; or
(5) the corporation's period of duration stated in its articles of incorporation expires.
History: En. Sec. 193, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 14. Dissolution › 35-14-1421. Procedure for and effect of administrative dissolution

35-14-1421. Procedure for and effect of administrative dissolution.
(1) On or before September 1 of each year, the secretary of state shall compile a list of corporations for which one or more grounds exist under 35-14-1420 for dissolving a corporation, and the secretary of state shall serve the corporation with written notice of the determination under 35-14-504.
(2) The notice must specify the grounds for the proposed dissolution and state that unless the grounds for dissolution have been rectified within 90 days following the delivery or publication of notice:
(a) the secretary of state will dissolve the corporation; and
(b) the corporations will forfeit its right to carry on business within the state.
(3) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within 90 days after service of the notice, the secretary of state shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the corporation under 35-14-504.
(4) A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under 35-14-1405 and notify claimants under 35-14-1406 and 35-14-1407.
(5) The administrative dissolution of a corporation does not terminate the authority of its registered agent.
History: En. Sec. 194, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 14. Dissolution › 35-14-1422. Reinstatement following administrative dissolution

35-14-1422. Reinstatement following administrative dissolution.
(1) A corporation administratively dissolved under 35-14-1421 may apply to the secretary of state for reinstatement within 5 years after the effective date of dissolution. The application must:
(a) state the name of the corporation and the effective date of its administrative dissolution;
(b) state that the ground or grounds for dissolution either did not exist or have been eliminated; and
(c) state that the corporation's name satisfies the requirements of 35-14-401.
(2) The corporation shall submit with its application for reinstatement:
(a) a certificate from the department of revenue stating that all taxes imposed pursuant to Title 15 have been paid;
(b) a filing fee, which must be set and deposited by the secretary of state in accordance with 2-15-405; and
(c) all annual reports not yet filed with the secretary of state and related fees and penalties.
(3) If the secretary of state determines that the application contains the information, documents, and fees required by subsections (1) and (2) and that the information, documents, and fees are complete and correct, the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites the determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under 35-14-504.
(4) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution, and the corporation resumes carrying on its business as if the administrative dissolution had never occurred.
History: En. Sec. 195, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 14. Dissolution › 35-14-1423. Appeal from denial of reinstatement

35-14-1423. Appeal from denial of reinstatement.
(1) If the secretary of state denies a corporation's application for reinstatement following administrative dissolution, the secretary of state shall serve the corporation under 35-14-504 with a written notice that explains the reason or reasons for denial.
(2) The corporation may appeal the denial of reinstatement to the district court of the first judicial district within 30 days after service of the notice of denial is effected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the corporation's application for reinstatement, and the secretary of state's notice of denial.
(3) The court may summarily order the secretary of state to reinstate the dissolved corporation or may take other action the court considers appropriate.
(4) The court's final decision may be appealed as in other civil proceedings.
History: En. Sec. 196, Ch. 271, L. 2019.