2023 Montana Code Annotated › Title 33. Insurance and Insurance Companies › Chapter 3. Domestic Stock and Mutual Insurers › Part 2. Formation › 33-3-201. Incorporation

33-3-201. Incorporation.
(1) This section applies to stock and mutual insurers incorporated in this state.
(2) Five or more individuals, none of whom are less than 18 years of age, may incorporate a stock insurer. Ten or more individuals, none of whom are less than 18 years of age, may incorporate a mutual insurer. At least a majority of the incorporators must be citizens of the United States. At least a majority of the incorporators must be residents of this state.
(3) The incorporators shall execute articles of incorporation and acknowledge their execution in the same manner as provided by law for the acknowledgment of deeds. The articles of incorporation must state the purpose for which the corporation is formed and must show:
(a) the name of the corporation. If a mutual corporation, the word "mutual" must be a part of the name. An alternative name or names may be specified for use in jurisdictions where a conflict of name with that of another insurer or organization might otherwise prevent the corporation from being authorized to transact insurance in that jurisdiction.
(b) the duration of its existence, which may be perpetual;
(c) the kinds of insurance, as defined in this code, which the corporation is formed to transact;
(d) if a stock corporation, its authorized capital stock, the number of shares of common stock, and the par value of each share. The par value must be at least $1. Shares without par value or other than one class of voting common stock are not authorized. The articles of incorporation may limit or deny present or future stockholders preemptive or preferential rights to acquire additional issues of the stock, bonds, debentures, or other obligations convertible into stock, of the corporation, subject to the laws of Montana fixing the required representation and proportion of outstanding capital stock required to be represented and voted, for specified action, at any and all corporate meetings, elections, votes, or consent proceedings.
(e) if a stock corporation, the extent, if any, to which shares of its stock are subject to assessment;
(f) if a stock corporation, the number of shares subscribed, if any, by each incorporator;
(g) if a mutual corporation, the maximum contingent liability of its members, other than as to nonassessable policies, for payment of losses and expenses incurred. Any liability must be stated in the articles of incorporation but may not be less than one or more than six times the premium for the member's policy at the annual premium rate for a term of 1 year.
(h) the minimum, not less than 5, and the maximum, not more than 21, number of directors who constitute the board of directors and conduct the affairs of the corporation, and the names, addresses, and terms of the members of the initial board of directors. The term of office of initial directors may not be for more than 1 year after the date of incorporation.
(i) the name of the county, and the city, town, or place within the county, in which its principal office or principal place of business is to be located in this state;
(j) any other provisions, not inconsistent with law, considered appropriate by the incorporators;
(k) the name and residence address of each incorporator and the citizenship of each incorporator who is not a citizen of the United States.
History: En. Sec. 422, Ch. 286, L. 1959; amd. Sec. 7, Ch. 423, L. 1971; amd. Sec. 18, Ch. 100, L. 1973; R.C.M. 1947, 40-4705; amd. Sec. 13, Ch. 380, L. 2003; amd. Sec. 3, Ch. 117, L. 2019.