reglab/statecodes huggingface dataset:
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 7. Registration of Limited Liability Partnerships › 35-10-702. Effect of registration -- entity unchanged

35-10-702. Effect of registration -- entity unchanged.
(1) A partnership that has registered under 35-10-701 is for all purposes of the laws of this state, including but not limited to all licensing laws, whether for professionals or otherwise, the same entity that existed before the registration.
(2) When registration of a partnership under 35-10-701 takes effect:
(a) all tangible and intangible property, whether real or personal, owned by the partnership remains vested in the partnership;
(b) all debts, obligations, or liabilities of and chargeable to the partnership continue as debts, obligations, or liabilities of the partnership; and
(c) any actions or proceedings pending by or against the partnership may be continued as if the registration under 35-10-701 had not occurred.
(3) If a partnership dissolves and its business continues without liquidation of the partnership affairs, the registration of the limited liability partnership must be considered continued and must continue to be applicable to the partnership continuing the business. The partnership continuing the business is considered to have filed any documents required or permitted under this section that were filed by the dissolved partnership. The partnership continuing the business shall renew its registration at the time the dissolved partnership would have been required to file an application for renewal pursuant to Title 30, chapter 13, part 2.
(4) If a partnership dissolves, winds up its affairs, and liquidates, the registration of the limited liability partnership must be considered continued and must remain in effect as to the partnership and the partners during the period of dissolution, winding up, and liquidation and as to the partners subsequent to dissolution, winding up, and liquidation as to debts, obligations, or liabilities for which a partner was not personally liable under 35-10-307 or 35-10-629.
History: En. Sec. 19, Ch. 449, L. 1995.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 7. Registration of Limited Liability Partnerships › 35-10-703. Name of limited liability partnerships

35-10-703. Name of limited liability partnerships.
(1) The name of a limited liability partnership must contain the words "limited liability partnership", the abbreviation "l.l.p." or "llp", or other words or abbreviations that may be required or authorized by the laws of the state in which the partnership is formed, including without limitation "professional limited liability partnership" or the abbreviation "p.l.l.p." or "pllp".
(2) The name of a limited liability partnership must be distinguishable on the record and may not contain business name identifiers, as defined in 30-13-201, or other language that states or implies that the limited liability partnership is other than a limited liability partnership.
History: En. Sec. 20, Ch. 449, L. 1995; amd. Sec. 7, Ch. 27, L. 2001; amd. Sec. 7, Ch. 166, L. 2015.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 7. Registration of Limited Liability Partnerships › 35-10-710. Applicability to foreign or interstate commerce

35-10-710. Applicability to foreign or interstate commerce.
(1) A partnership formed pursuant to an agreement governed by this chapter may conduct its business, carry on its operations, and have and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States or in any foreign country.
(2) It is the intent of the legislature that the legal existence of partnerships formed pursuant to an agreement governed by this chapter must be recognized outside the boundaries of this state and that the laws of this state governing a partnership transacting business outside this state be granted the protection of full faith and credit under the United States constitution.
(3) Notwithstanding 35-10-116, the internal affairs of partnerships formed pursuant to an agreement governed by this chapter, including the personal liability of partners for debts, obligations, and liabilities of or chargeable to the partnership or another partner, are subject to and governed by the laws of this state.
(4) Before transacting business in this state as a limited liability partnership, a partnership formed pursuant to an agreement governed by the laws of any state or jurisdiction other than this state shall:
(a) comply with any statutory or administrative registration or filing requirements governing the specific type of business in which the partnership is engaged; and
(b) register under 35-10-701. If registered, the partnership appoints the secretary of state as its agent for service of process with respect to causes of action arising out of the transaction of business in this state.
(5) Notwithstanding 35-10-116, the internal affairs of partnerships formed pursuant to an agreement governed by the laws of any state or jurisdiction other than this state, including the liability of partners for debts, obligations, and liabilities of or chargeable to the partnership or another partner, are subject to and governed by the laws of the jurisdiction in which the partnership is formed.
History: En. Sec. 21, Ch. 449, L. 1995.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 7. Registration of Limited Liability Partnerships › 35-10-715. Term and renewal of limited liability partnership registration

35-10-715. Term and renewal of limited liability partnership registration.
(1) Registration of a limited liability partnership is effective for a term of 5 years from the date of registration. Upon application for renewal of registration on forms furnished by the secretary of state, the registration may be renewed for another 5-year term.
(2) Not less than 90 days before the expiration date of the registration of a limited liability partnership, the secretary of state shall notify the limited liability partnership of the pending expiration by mailing a notice to the business mailing address of the limited liability partnership.
(3) If a limited liability partnership fails to file an application for renewal with the secretary of state within a 90-day period prior to the expiration date of the registration, the secretary of state shall cancel the registration and the partnership is no longer a limited liability partnership.
History: En. Sec. 22, Ch. 26, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 7. Registration of Limited Liability Partnerships › 35-10-716. Application for renewal of limited liability partnership registration

35-10-716. Application for renewal of limited liability partnership registration.
An application for renewal of registration of a limited liability partnership must be executed and delivered to the secretary of state. The application must include but is not limited to the following information:
(1) the complete name and business mailing address of the limited liability partnership;
(2) the name and business mailing address of each partner; and
(3) a description of business being transacted.
History: En. Sec. 23, Ch. 26, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 7. Registration of Limited Liability Partnerships › 35-10-717. Amendment to registration of limited liability partnership

35-10-717. Amendment to registration of limited liability partnership.
An amendment to registration of a limited liability partnership must be filed with the secretary of state within 1 year after any one of the following events occurs:
(1) there is a change in the name or identity of the partners transacting or having interest in the limited liability partnership;
(2) there is a change in the description of the business transacted;
(3) a partner having an interest in the limited liability partnership withdraws from the business or dies; or
(4) two or more partners apply to change the name of a registered limited liability partnership.
History: En. Sec. 24, Ch. 26, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 7. Registration of Limited Liability Partnerships › 35-10-718. Filing amendment to registration of limited liability partnership -- issuance of certificate

35-10-718. Filing amendment to registration of limited liability partnership -- issuance of certificate.
(1) An application for amended registration of a limited liability partnership must be filed with the secretary of state and must include:
(a) the complete limited liability partnership name prior to adoption of the amendment;
(b) the complete new limited liability partnership name, if applicable;
(c) the business mailing address of the limited liability partnership;
(d) if the name of any partner to a limited liability partnership is to be changed, the new name of the partner;
(e) if a partner withdraws or dies, a statement that the person has withdrawn or died;
(f) a statement that the amended registration of limited liability partnership supersedes the original registration and all amendments to the original registration; and
(g) all other information determined by the secretary of state to be necessary to support an application.
(2) If the secretary of state finds that the application for amended registration of a limited liability partnership complies with this part and that all applicable fees have been paid, the secretary of state shall:
(a) endorse on the application for amendment the word "filed" and the date on which the application for amendment was filed;
(b) file the original application for amendment in the secretary of state's office; and
(c) issue to the limited liability partnership a certificate of amendment.
(3) If the limited liability partnership fails to comply with the requirements of this section, the secretary of state shall cancel the registration.
History: En. Sec. 25, Ch. 26, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 7. Registration of Limited Liability Partnerships › 35-10-719. Reservation of proposed limited liability partnership name

35-10-719. Reservation of proposed limited liability partnership name.
(1) An authorized person who has not commenced business but intends to commence business may reserve a limited liability partnership name for a term of 120 days by delivering to the secretary of state, on forms furnished by the secretary of state, an application for reservation of a limited liability partnership name.
(2) The proposed limited liability partnership name may not be the same as or indistinguishable on the record from an assumed business name already registered or from any corporate name, limited partnership name, limited liability company name, limited liability partnership name, trademark, or service mark registered or reserved with the secretary of state.
(3) An applicant for a proposed limited liability partnership name may not use a business name identifier that incorrectly states the type of entity that it is or incorrectly implies that it is a type of entity other than the type of entity that it is.
History: En. Sec. 26, Ch. 26, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 7. Registration of Limited Liability Partnerships › 35-10-720. Filing application for reservation of limited liability partnership name -- issuance of certificate

35-10-720. Filing application for reservation of limited liability partnership name -- issuance of certificate.
(1) A person seeking to reserve a limited liability partnership name shall submit a completed application and all applicable fees to the secretary of state.
(2) The application for a proposed limited liability partnership name must include but is not limited to the following information:
(a) the complete limited liability partnership name to be reserved;
(b) the name and business mailing address of the limited liability partnership;
(c) the date the limited liability partnership intends to commence business; and
(d) a description of business that the limited liability partnership intends to transact.
(3) If the secretary of state finds the application complies with the provisions of this part, the secretary of state shall:
(a) endorse on the application the word "filed" and the date on which the application was filed;
(b) file the application in the secretary of state's office; and
(c) issue a certificate of reservation to the person who submits the application.
History: En. Sec. 27, Ch. 26, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 7. Registration of Limited Liability Partnerships › 35-10-721. Voluntary cancellation of registration of limited liability partnership

35-10-721. Voluntary cancellation of registration of limited liability partnership.
(1) When a limited liability partnership wishes to cancel its registration, two or more partners shall deliver to the secretary of state a cancellation of registration of a limited liability partnership form, which must include but is not limited to the following information:
(a) the complete name of the registered limited liability partnership to be canceled;
(b) the business mailing address of the limited liability partnership; and
(c) the names and business mailing addresses of the partners.
(2) If the secretary of state finds the form complies with the provisions of this section, the secretary of state shall file it and deliver a letter acknowledging cancellation of the registration to the limited liability partnership.
History: En. Sec. 28, Ch. 26, L. 2011; amd. Sec. 13, Ch. 23, L. 2017.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 7. Registration of Limited Liability Partnerships › 35-10-722. Execution constituting affirmation -- penalty -- warning

35-10-722. Execution constituting affirmation -- penalty -- warning.
(1) The execution of any document required to be filed with the secretary of state under this part constitutes an affirmation, under the penalties for false swearing, by each person executing the document that the statements 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. 29, Ch. 26, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 7. Registration of Limited Liability Partnerships › 35-10-723. Evidentiary effect of certificates and documents of secretary of state

35-10-723. Evidentiary effect of certificates and documents of secretary of state.
All certificates issued by the secretary of state in accordance with the provisions of this part and all copies of documents filed in the office of the secretary of state in accordance with the provisions of this part when certified by the secretary of state must be taken and received in all courts, public offices, and official bodies as prima facie evidence of the facts stated in the certificates or documents.
History: En. Sec. 30, Ch. 26, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 10. Partnerships in General › Part 7. Registration of Limited Liability Partnerships › 35-10-724. Effect of transacting business without certificate

35-10-724. Effect of transacting business without certificate.
A person conducting or transacting business in this state as a limited liability partnership without an effective certificate of registration of a limited liability partnership name or a person having an interest in the limited liability partnership name may not maintain any suit or action in the courts of this state under the name.
History: En. Sec. 31, Ch. 26, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 11. Partnership -- Use of Fictitious Name › Part 1. Provisions Relating to Partnerships (Repealed) › 35-11-101. Repealed

35-11-101. Repealed.
Sec. 18, Ch. 260, L. 1979.
History: En. Sec. 3280, Civ. C. 1895; re-en. Sec. 5504, Rev. C. 1907; re-en. Sec. 8019, R.C.M. 1921; Cal. Civ. C. Sec. 2466; re-en. Sec. 8019, R.C.M 1935; amd. Sec. 2, Ch. 111, L. 1969; R.C.M. 1947, 63-601.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 11. Partnership -- Use of Fictitious Name › Part 1. Provisions Relating to Partnerships (Repealed) › 35-11-102. Repealed

35-11-102. Repealed.
Sec. 18, Ch. 260, L. 1979.
History: En. Sec. 3281, Civ. C. 1895; re-en. Sec. 5505, Rev. C. 1907; re-en. Sec. 8020, R.C.M. 1921; Cal. Civ. C. Sec. 2468; re-en. Sec. 8020, R.C.M 1935; R.C.M. 1947, 63-602(part).
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 11. Partnership -- Use of Fictitious Name › Part 1. Provisions Relating to Partnerships (Repealed) › 35-11-103. Repealed

35-11-103. Repealed.
Sec. 18, Ch. 260, L. 1979.
History: En. Sec. 3282, Civ. C. 1895; re-en. Sec. 5506, Rev. C. 1907; re-en. Sec. 8021, R.C.M. 1921; Cal. Civ. C. Sec. 2469; re-en. Sec. 8021, R.C.M 1935; amd. Sec. 3, Ch. 111, L. 1969; R.C.M. 1947, 63-603.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 11. Partnership -- Use of Fictitious Name › Part 2. Provisions Relating to County Clerk › 35-11-201. Register of names to be kept by county clerk

35-11-201. Register of names to be kept by county clerk.
Each county clerk shall keep a register of the names of firms and persons mentioned in the certificates filed with the clerk, pursuant to 35-11-101 through 35-11-103 prior to repeal by section 18, Chapter 260, Laws of 1979, entering in alphabetical order the name of every partnership and of each partner in the partnership.
History: En. Sec. 3283, Civ. C. 1895; re-en. Sec. 5507, Rev. C. 1907; re-en. Sec. 8022, R.C.M. 1921; Cal. Civ. C. Sec. 2470; Field Civ. C. Sec. 1326; re-en. Sec. 8022, R.C.M. 1935; R.C.M. 1947, 63-604; amd. Sec. 155, Ch. 575, L. 1981; amd. Sec. 1303, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 11. Partnership -- Use of Fictitious Name › Part 2. Provisions Relating to County Clerk › 35-11-202. Certified copies of register and proof of publication to be evidence

35-11-202. Certified copies of register and proof of publication to be evidence.
Copies of the entries of a county clerk, when certified by the clerk, and affidavits of publication pursuant to 35-11-101 through 35-11-103 prior to repeal by section 18, Chapter 260, Laws of 1979, made by the printer, publisher, or chief clerk of a newspaper are presumptive evidence of the facts stated in the certificate or affidavits.
History: En. Sec. 3284, Civ. C. 1895; re-en. Sec. 5508, Rev. C. 1907; re-en. Sec. 8023, R.C.M. 1921; Cal. Civ. C. Sec. 2471; Field Civ. C. Sec. 1327; re-en. Sec. 8023, R.C.M. 1935; R.C.M. 1947, 63-605; amd. Sec. 156, Ch. 575, L. 1981; amd. Sec. 1304, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 1. General (Repealed) › 35-12-101. Repealed

35-12-101. Repealed.
Sec. 64, Ch. 522, L. 1981.
History: En. Sec. 27, Ch. 252, L. 1947; R.C.M. 1947, 63-908.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 1. General (Repealed) › 35-12-102. Repealed

35-12-102. Repealed.
Sec. 64, Ch. 522, L. 1981.
History: En. Sec. 1, Ch. 252, L. 1947; R.C.M. 1947, 63-701.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 1. General (Repealed) › 35-12-103. Repealed

35-12-103. Repealed.
Sec. 64, Ch. 522, L. 1981.
History: En. Sec. 3, Ch. 252, L. 1947; R.C.M. 1947, 63-703.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 1. General (Repealed) › 35-12-104. Repealed

35-12-104. Repealed.
Sec. 64, Ch. 522, L. 1981.
History: En. Sec. 30, Ch. 252, L. 1947; R.C.M. 1947, 63-911.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 1. General (Repealed) › 35-12-105. Repealed

35-12-105. Repealed.
Sec. 64, Ch. 522, L. 1981.
History: En. Sec. 28, Ch. 252, L. 1947; R.C.M. 1947, 63-909.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 1. General (Repealed) › 35-12-106. Repealed

35-12-106. Repealed.
Sec. 64, Ch. 522, L. 1981.
History: En. Sec. 29, Ch. 252, L. 1947; R.C.M. 1947, 63-910.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 2. Formation -- Certificate (Repealed) › 35-12-201. Repealed

35-12-201. Repealed.
Sec. 64, Ch. 522, L. 1981.
History: En. Sec. 2, Ch. 252, L. 1947; amd. Sec. 1, Ch. 111, L. 1969; amd. Sec. 15, Ch. 62, L. 1977; R.C.M. 1947, 63-702.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 2. Formation -- Certificate (Repealed) › 35-12-202. Repealed

35-12-202. Repealed.
Sec. 64, Ch. 522, L. 1981.
History: En. Sec. 6, Ch. 252, L. 1947; R.C.M. 1947, 63-706.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 2. Formation -- Certificate (Repealed) › 35-12-203. Repealed

35-12-203. Repealed.
Sec. 64, Ch. 522, L. 1981.
History: En. Sec. 24, Ch. 252, L. 1947; amd. Sec. 18, Ch. 62, L. 1977; R.C.M. 1947, 63-905.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 2. Formation -- Certificate (Repealed) › 35-12-204. Repealed

35-12-204. Repealed.
Sec. 64, Ch. 522, L. 1981.
History: En. Sec. 25, Ch. 252, L. 1947; amd. Sec. 4, Ch. 111, L. 1969; R.C.M. 1947, 63-906.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 2. Formation -- Certificate (Repealed) › 35-12-205. Repealed

35-12-205. Repealed.
Sec. 64, Ch. 522, L. 1981.
History: En. Sec. 5, Ch. 252, L. 1947; R.C.M. 1947, 63-705.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 2. Formation -- Certificate (Repealed) › 35-12-206. Repealed

35-12-206. Repealed.
Sec. 64, Ch. 522, L. 1981.
History: En. Sec. 4, Ch. 252, L. 1947; R.C.M. 1947, 63-704.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 2. Formation -- Certificate (Repealed) › 35-12-207. Repealed

35-12-207. Repealed.
Sec. 64, Ch. 522, L. 1981.
History: En. Sec. 8, Ch. 252, L. 1947; R.C.M. 1947, 63-802.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 3. Powers, Duties, and Liabilities of Partners (Repealed) › 35-12-301. Repealed

35-12-301. Repealed.
Sec. 64, Ch. 522, L. 1981.
History: En. Sec. 7, Ch. 252, L. 1947; R.C.M. 1947, 63-801.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 3. Powers, Duties, and Liabilities of Partners (Repealed) › 35-12-302. Repealed

35-12-302. Repealed.
Sec. 64, Ch. 522, L. 1981.
History: En. Sec. 26, Ch. 252, L. 1947; R.C.M. 1947, 63-907.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 3. Powers, Duties, and Liabilities of Partners (Repealed) › 35-12-303. Repealed

35-12-303. Repealed.
Sec. 64, Ch. 522, L. 1981.
History: En. Sec. 18, Ch. 252, L. 1947; R.C.M. 1947, 63-812.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 3. Powers, Duties, and Liabilities of Partners (Repealed) › 35-12-304. Repealed

35-12-304. Repealed.
Sec. 64, Ch. 522, L. 1981.
History: En. Sec. 19, Ch. 252, L. 1947; R.C.M. 1947, 63-813.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 3. Powers, Duties, and Liabilities of Partners (Repealed) › 35-12-305. Repealed

35-12-305. Repealed.
Sec. 64, Ch. 522, L. 1981.
History: En. Sec. 22, Ch. 252, L. 1947; R.C.M. 1947, 63-903.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 3. Powers, Duties, and Liabilities of Partners (Repealed) › 35-12-306. Repealed

35-12-306. Repealed.
Sec. 64, Ch. 522, L. 1981.
History: En. Sec. 9, Ch. 252, L. 1947; amd. Sec. 16, Ch. 62, L. 1977; R.C.M. 1947, 63-803.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 3. Powers, Duties, and Liabilities of Partners (Repealed) › 35-12-307. Repealed

35-12-307. Repealed.
Sec. 64, Ch. 522, L. 1981.
History: En. Sec. 10, Ch. 252, L. 1947; R.C.M. 1947, 63-804.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 3. Powers, Duties, and Liabilities of Partners (Repealed) › 35-12-308. Repealed

35-12-308. Repealed.
Sec. 64, Ch. 522, L. 1981.
History: En. Sec. 15, Ch. 252, L. 1947; R.C.M. 1947, 63-809.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 3. Powers, Duties, and Liabilities of Partners (Repealed) › 35-12-309. Repealed

35-12-309. Repealed.
Sec. 64, Ch. 522, L. 1981.
History: En. Sec. 17, Ch. 252, L. 1947; R.C.M. 1947, 63-811.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 3. Powers, Duties, and Liabilities of Partners (Repealed) › 35-12-310. Repealed

35-12-310. Repealed.
Sec. 64, Ch. 522, L. 1981.
History: En. Sec. 13, Ch. 252, L. 1947; R.C.M. 1947, 63-807.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 3. Powers, Duties, and Liabilities of Partners (Repealed) › 35-12-311. Repealed

35-12-311. Repealed.
Sec. 64, Ch. 522, L. 1981.
History: En. Sec. 14, Ch. 252, L. 1947; R.C.M. 1947, 63-808.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 3. Powers, Duties, and Liabilities of Partners (Repealed) › 35-12-312. Repealed

35-12-312. Repealed.
Sec. 64, Ch. 522, L. 1981.
History: En. Sec. 11, Ch. 252, L. 1947; R.C.M. 1947, 63-805.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 3. Powers, Duties, and Liabilities of Partners (Repealed) › 35-12-313. Repealed

35-12-313. Repealed.
Sec. 64, Ch. 522, L. 1981.
History: En. Sec. 12, Ch. 252, L. 1947; R.C.M. 1947, 63-806.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 3. Powers, Duties, and Liabilities of Partners (Repealed) › 35-12-314. Repealed

35-12-314. Repealed.
Sec. 64, Ch. 522, L. 1981.
History: En. Sec. 16, Ch. 252, L. 1947; R.C.M. 1947, 63-810(1) thru (3).
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 4. Dissolution (Repealed) › 35-12-401. Repealed

35-12-401. Repealed.
Sec. 64, Ch. 522, L. 1981.
History: (1)En. Sec. 20, Ch. 252, L. 1947; amd. Sec. 17, Ch. 62, L. 1977; Sec. 63-901, R.C.M. 1947; (2)En. Sec. 16, Ch. 252, L. 1947; Sec. 63-810, R.C.M. 1947; R.C.M. 1947, 63-810(4), 63-901.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 4. Dissolution (Repealed) › 35-12-402. Repealed

35-12-402. Repealed.
Sec. 64, Ch. 522, L. 1981.
History: En. Sec. 21, Ch. 252, L. 1947; R.C.M. 1947, 63-902.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 4. Dissolution (Repealed) › 35-12-403. Repealed

35-12-403. Repealed.
Sec. 64, Ch. 522, L. 1981.
History: En. Sec. 23, Ch. 252, L. 1947; R.C.M. 1947, 63-904.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 5. General Provisions › 35-12-502. Construction and application

35-12-502. Construction and application.
In applying and construing this chapter, consideration must be given to promote uniformity of the law with respect to its subject matter among states that enact it.
History: En. Sec. 2, Ch. 522, L. 1981; amd. Sec. 1, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 5. General Provisions › 35-12-505. Name

35-12-505. Name.
(1) The name of a limited partnership may contain the name of any partner.
(2) The name of each limited partnership that is not a limited liability partnership must contain the phrase "limited partnership" or the abbreviation "l.p." or "lp" and may not contain the phrase "limited liability limited partnership" or the abbreviation "l.l.l.p." or "lllp".
(3) The name of a limited liability limited partnership must contain the phrase "limited liability limited partnership" or the abbreviation "l.l.l.p." or "lllp" and may not contain the abbreviation "l.p."or "lp".
(4) Unless authorized by subsection (5), the name of a limited partnership must be distinguishable in the records of the secretary of state from:
(a) the name of each person other than an individual incorporated, organized, or authorized to transact business in this state; and
(b) each name reserved under Title 30, chapter 13, part 2, or 35-12-506.
(5) A limited partnership may apply to the secretary of state for authorization to use a name that does not comply with subsection (4). The secretary of state shall authorize use of the name applied for if, as to each conflicting name:
(a) the present user, registrant, or owner of the conflicting name consents in a signed record to the use and submits an undertaking in a form satisfactory to the secretary of state to change the conflicting name to a name that complies with subsection (4) and that is distinguishable in the records of the secretary of state from the name applied for;
(b) the applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use in this state the name applied for; or
(c) the applicant delivers to the secretary of state proof satisfactory to the secretary of state that the present user, registrant, or owner of the conflicting name:
(i) has merged into the applicant;
(ii) has been converted into the applicant; or
(iii) has transferred substantially all of its assets, including the conflicting name, to the applicant.
(6) Subject to 35-12-1312, this section applies to any foreign limited partnership transacting business in this state, having a certificate of authority to transact business in this state, or applying for a certificate of authority.
History: En. Sec. 5, Ch. 522, L. 1981; amd. Sec. 88, Ch. 120, L. 1993; amd. Sec. 5, Ch. 268, L. 1997; amd. Sec. 22, Ch. 229, L. 1999; amd. Sec. 8, Ch. 27, L. 2001; amd. Sec. 4, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 5. General Provisions › 35-12-506. Reservation of name

35-12-506. Reservation of name.
(1) The exclusive right to the use of a name that complies with 35-12-505 may be reserved by:
(a) any person intending to organize a limited partnership under this chapter and to adopt the name;
(b) a limited partnership or a foreign limited partnership authorized to transact business in this state intending to adopt the name;
(c) a foreign limited partnership intending to obtain a certificate of authority to transact business in this state and adopt the name; and
(d) a person intending to organize a foreign limited partnership and intending to have it obtain a certificate of authority to transact business in this state and adopt the name;
(e) a foreign limited partnership formed under the name; or
(f) a foreign limited partnership formed under a name that does not comply with 35-12-505(2) or (3), but the name reserved under this subsection (1)(f) may differ from the foreign limited partnership's name only to the extent necessary to comply with 35-12-505(2) and (3).
(2) A person may apply to reserve a name under subsection (1) by delivering to the secretary of state for filing an application that states the name to be reserved and the subsection of subsection (1) that applies. If the secretary of state finds that the name is available for use by the applicant, the secretary of state shall file a statement of name reservation and thereby reserve the name for the exclusive use of the applicant for a 120 days.
(3) An applicant that has reserved a name pursuant to subsection (2) may reserve the same name for additional 120-day periods. A person having a current reservation for a name may not apply for another 120-day period for the same name until 90 days have elapsed in the current reservation.
(4) A person that has reserved a name under this section may deliver to the secretary of state for filing a notice of transfer that states the reserved name, the name and street and mailing address of some other person to which the reservation is to be transferred, and the subsection of subsection (1) that applies to the other person. Subject to 35-12-614(3), the transfer is effective when the secretary of state files the notice of transfer.
History: En. Sec. 6, Ch. 522, L. 1981; amd. Sec. 1306, Ch. 56, L. 2009; amd. Sec. 5, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 5. General Provisions › 35-12-507. Repealed

35-12-507. Repealed.
Secs. 68, 70, Ch. 240, L. 2007.
History: En. Sec. 7, Ch. 522, L. 1981; amd. Sec. 23, Ch. 229, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 5. General Provisions › 35-12-508. Required information

35-12-508. Required information.
A limited partnership shall maintain at its principal office the following information:
(1) a current list showing the full name and last-known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order;
(2) a copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed;
(3) a copy of any filed articles of conversion or merger;
(4) a copy of the limited partnership's federal, state, and local income tax returns and reports, if any, for the 3 most recent years;
(5) a copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement;
(6) a copy of any financial statement of the limited partnership for the 3 most recent years;
(7) a copy of any record made by the limited partnership during the past 3 years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement; and
(8) unless contained in a partnership agreement made in a record, a record stating:
(a) the amount of cash and a description and statement of the agreed value of the other benefits contributed and agreed to be contributed by each partner;
(b) the times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;
(c) for any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and
(d) any events, upon the happening of which, the limited partnership is to be dissolved and its activities wound up.
History: En. Sec. 8, Ch. 522, L. 1981; amd. Sec. 6, Ch. 268, L. 1997; amd. Sec. 66, Ch. 240, L. 2007; amd. Sec. 6, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 5. General Provisions › 35-12-509. Nature, purpose, and duration of entity

35-12-509. Nature, purpose, and duration of entity.
(1) A limited partnership is an entity distinct from its partners' partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership.
(2) A limited partnership may be organized under this chapter for any lawful purpose.
(3) A limited partnership has a perpetual duration.
History: En. Sec. 9, Ch. 522, L. 1981; amd. Sec. 7, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 5. General Provisions › 35-12-510. Business transactions of partner with the partnership

35-12-510. Business transactions of partner with the partnership.
A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner.
History: En. Sec. 10, Ch. 522, L. 1981; amd. Sec. 12, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 5. General Provisions › 35-12-512. Powers

35-12-512. Powers.
A limited partnership has the power to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty to the partnership.
History: En. Sec. 8, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 5. General Provisions › 35-12-513. Governing law

35-12-513. Governing law.
The law of this state governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership.
History: En. Sec. 9, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 5. General Provisions › 35-12-514. Supplemental principles of law -- rate of interest

35-12-514. Supplemental principles of law -- rate of interest.
(1) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
(2) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in 31-1-106.
History: En. Sec. 10, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 5. General Provisions › 35-12-515. Effect of partnership agreement -- nonwaivable provisions

35-12-515. Effect of partnership agreement -- nonwaivable provisions.
(1) Except as otherwise provided in subsection (2), the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.
(2) A partnership agreement may not:
(a) vary a limited partnership's power under 35-12-512 to sue, be sued, and defend in its own name;
(b) vary the law applicable to a limited partnership under 35-12-513;
(c) vary the requirements of 35-12-604;
(d) vary the information required under 35-12-508 or unreasonably restrict the right to information under 35-12-705 or 35-12-810, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;
(e) eliminate the duty of loyalty under 35-12-811, but the partnership agreement may:
(i) identify specific types or categories of activities that do not violate the duty of loyalty if not manifestly unreasonable; and
(ii) specify the number or percentage of partners that may authorize or ratify, after full disclosure to all partners of all material facts, a specific act or transaction that would otherwise violate the duty of loyalty;
(f) unreasonably reduce the duty of care under 35-12-811(3);
(g) eliminate the obligation of good faith and fair dealing under 35-12-707(2) and 35-12-811(4), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured if the standards are not manifestly unreasonable;
(h) vary the power of a person to dissociate as a general partner under 35-12-1019(1) except to require that the notice under 35-12-1018(1) be in a record;
(i) vary the power of a court to decree dissolution in the circumstances specified in 35-12-1202;
(j) vary the requirement to wind up the partnership's business as specified in 35-12-1205;
(k) unreasonably restrict the right to maintain an action;
(l) restrict the right of a partner under 35-12-1515(1) to approve a conversion or merger or the right of a general partner under 35-12-1515(2) to consent to an amendment to the certificate of limited partnership that deletes a statement that the limited partnership is a limited liability limited partnership; or
(m) restrict rights under this chapter of a person other than a partner or a transferee.
History: En. Sec. 11, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 5. General Provisions › 35-12-516. Consent and proxies of partners

35-12-516. Consent and proxies of partners.
Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally or by the partner's attorney-in-fact.
History: En. Sec. 14, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 5. General Provisions › 35-12-521. Secretary of state to establish fees

35-12-521. Secretary of state to establish fees.
The secretary of state shall set filing fees for processing the applications and certificates. The secretary of state may establish fees for filing a certificate of limited partnership, a certificate of amendment or restatement, a certificate of cancellation, an application to reserve a name, a notice of transfer of a reserved name, an application for registration of a foreign limited partnership, or a certificate of cancellation or correction of a foreign limited partnership or for filing any other statement or report of a domestic or foreign limited partnership. The fees authorized in this section must be set and deposited in accordance with 2-15-405.
History: En. Sec. 65, Ch. 522, L. 1981; amd. Sec. 7, Ch. 268, L. 1997; amd. Sec. 24, Ch. 396, L. 2001.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 5. General Provisions › 35-12-522. Action by attorney general

35-12-522. Action by attorney general.
The attorney general may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of this chapter.
History: En. Sec. 58, Ch. 522, L. 1981; amd. Sec. 89, Ch. 370, L. 1987; amd. Sec. 76, Ch. 216, L. 2011; Sec. 35-12-1308, MCA 2009; redes. 35-12-522 by Code Commissioner, 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 6. Formation -- Certificate of Limited Partnership › 35-12-601. Formation of limited partnership -- certificate of limited partnership

35-12-601. Formation of limited partnership -- certificate of limited partnership.
(1) In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the secretary of state for filing. The certificate must state:
(a) the name of the limited partnership, which must comply with 35-12-505;
(b) the information required by 35-7-105(1);
(c) the name and the business mailing address of each general partner;
(d) whether the limited partnership is a limited liability limited partnership; and
(e) additional information required by Title 35, chapter 12, part 15.
(2) A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in 35-12-515(2) in a manner inconsistent with that section.
(3) If there has been substantial compliance with subsection (1), subject to 35-12-614(3) a limited partnership is formed when the secretary of state files the certificate of limited partnership.
(4) Subject to subsection (2), if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed statement of dissociation, termination, or change or filed articles of conversion or merger:
(a) the partnership agreement prevails as to partners and transferees; and
(b) the filed certificate of limited partnership, statement of dissociation, termination, or change, or articles of conversion or merger prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.
History: En. Sec. 11, Ch. 522, L. 1981; amd. Sec. 8, Ch. 268, L. 1997; amd. Sec. 17, Ch. 75, L. 2003; amd. Sec. 67, Ch. 240, L. 2007; amd. Sec. 32, Ch. 26, L. 2011; amd. Sec. 15, Ch. 216, L. 2011.