reglab/statecodes huggingface dataset:
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 1. General Provisions › 35-14-148. Action on ratification

35-14-148. Action on ratification.
(1) The quorum and voting requirements applicable to a ratifying action by the board of directors under 35-14-147(1) are the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time the ratifying action is taken.
(2) If the ratification of the defective corporate action requires approval by the shareholders under 35-14-147(3) and if the approval is to be given at a meeting, the corporation shall notify each holder of valid and putative shares, regardless of whether entitled to vote, as of the record date for notice of the meeting and as of the date of the occurrence of defective corporate action, provided that notice is not required to be given to holders of valid or putative shares whose identities or addresses for notice cannot be determined from the records of the corporation. The notice must state that the purpose or one of the purposes of the meeting is to consider ratification of a defective corporate action and must be accompanied by:
(a) either a copy of the action taken by the board of directors in accordance with 35-14-147(1) or the information required by 35-14-147(1)(a) through (1)(d); and
(b) a statement that any claim that the ratification of the defective corporate action and any putative shares issued as a result of the defective corporate action should not be effective or should be effective only on certain conditions must be brought within 120 days from the applicable validation effective time.
(3) Except as provided in subsection (4) with respect to the voting requirements to ratify the election of a director, the quorum and voting requirements applicable to the approval by the shareholders required by 35-14-147(3) must be the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time of the shareholder approval.
(4) The approval by shareholders to ratify the election of a director requires that the votes cast within the voting group favoring ratification exceed the votes cast opposing ratification of the election at a meeting at which a quorum is present.
(5) Putative shares on the record date for determining the shareholders entitled to vote on any matter submitted to shareholders under 35-14-147(3) (and without giving effect to any ratification of putative shares that becomes effective as a result of the vote) are neither entitled to vote nor counted for quorum purposes in a vote to approve the ratification of a defective corporate action.
(6) If the approval under this section of putative shares would result in an overissue, in addition to the approval required by 35-14-147, approval of an amendment to the articles of incorporation under part 10 of this chapter to increase the number of shares of an authorized class or series or to authorize the creation of a class or series of shares so there would be no overissue is also required.
History: En. Sec. 22, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 1. General Provisions › 35-14-149. Notice requirements

35-14-149. Notice requirements.
(1) Unless shareholder approval is required under 35-14-147(3), prompt notice of an action taken under 35-14-147 must be given to each holder of valid and putative shares, regardless of whether entitled to vote, as of:
(a) the date of the action by the board of directors; and
(b) the date the defective corporate action was ratified, provided that notice may not be required to be given to holders of valid and putative shares whose identities or addresses for notice cannot be determined from the records of the corporation.
(2) The notice must contain:
(a) either:
(i) a copy of the action taken by the board of directors in accordance with 35-14-147(1) or (2); or
(ii) the information required by 35-14-147(1)(a) through (1)(d) or (2)(a) through (2)(c), as applicable; and
(b) a statement that any claim that the ratification of the defective corporate action and any putative shares issued as a result of the defective corporate action should not be effective or should be effective only on certain conditions must be brought within 120 days from the applicable validation effective time.
(3) No notice under this section is required with respect to any action required to be submitted to shareholders for approval under 35-14-147(3) if notice is given in accordance with 35-14-148(2).
(4) A notice required by this section may be given in any manner permitted by 35-14-141 and, for any corporation subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, may be given by means of a filing or furnishing of the notice with the United States securities and exchange commission.
History: En. Sec. 23, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 1. General Provisions › 35-14-150. Effect of ratification

35-14-150. Effect of ratification.
From and after the validation effective time and without regard to the 120-day period during which a claim may be brought under 35-14-152:
(1) each defective corporate action ratified in accordance with 35-14-147 may not be void or voidable as a result of the failure of authorization identified in the action taken under 35-14-147(1) or (2) and is considered a valid corporate action effective as of the date of the defective corporate action;
(2) the issuance of each putative share or fraction of a putative share purportedly issued pursuant to a defective corporate action identified in the action taken under 35-14-147 may not be void or voidable, and such putative share or fraction of a putative share is considered an identical share or fraction of a valid share as of the time it was purportedly issued; and
(3) any corporate action taken subsequent to the defective corporate action ratified in accordance with 35-14-145 through 35-14-152 in reliance on the defective corporate action having been validly effected and any subsequent defective corporate action resulting directly or indirectly from the original defective corporate action are valid as of the time taken.
History: En. Sec. 24, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 1. General Provisions › 35-14-152. Judicial proceedings -- validity of corporate actions

35-14-152. Judicial proceedings -- validity of corporate actions.
(1) Upon application by the corporation, any successor entity to the corporation, a director of the corporation, any shareholder, beneficial shareholder, or unrestricted voting trust beneficial owner of the corporation, including any shareholder, beneficial shareholder, or unrestricted voting trust beneficial owner as of the date of the defective corporate action ratified under 35-14-147, or any other person claiming to be substantially and adversely affected by a ratification under 35-14-147, the district court in the county where the corporation's principal office is located or, if its principal office is not located in this state, of the first judicial district may:
(a) determine the validity and effectiveness of any corporate action or defective corporate action;
(b) determine the validity and effectiveness of any ratification under 35-14-147;
(c) determine the validity of any putative shares; and
(d) modify or waive any of the procedures specified in 35-14-147 or 35-14-148 to ratify a defective corporate action.
(2) In connection with an action under this section, the court may make findings or orders and take into account any factors or considerations regarding matters it considers proper under the circumstances.
(3) Service of process of the application under subsection (1) on the corporation may be made in any manner provided by statute of this state or by rule of the applicable court for service on the corporation, and no other party need be joined in order for the court to adjudicate the matter. In an action filed by the corporation, the court may require that notice of the action be provided to other persons specified by the court and permit the other persons to intervene in the action.
(4) Notwithstanding any other provision of this section or otherwise under applicable law, any action asserting that the ratification of any defective corporate action and any putative shares issued as a result of the defective corporate action should not be effective or should be effective only on certain conditions must be brought within 120 days of the validation effective time.
History: En. Sec. 26, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 2. Incorporation › 35-14-201. Incorporators

35-14-201. Incorporators.
One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing.
History: En. Sec. 27, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 2. Incorporation › 35-14-203. Incorporation

35-14-203. Incorporation.
(1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.
(2) The secretary of state's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
History: En. Sec. 29, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 2. Incorporation › 35-14-204. Liability for preincorporation transactions

35-14-204. Liability for preincorporation transactions.
All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.
History: En. Sec. 30, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 2. Incorporation › 35-14-205. Organization of corporation

35-14-205. Organization of corporation.
(1) After incorporation:
(a) if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; or
(b) if initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:
(i) to elect initial directors and complete the organization of the corporation; or
(ii) to elect a board of directors who shall complete the organization of the corporation.
(2) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.
(3) An organizational meeting may be held in or out of this state.
History: En. Sec. 31, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 2. Incorporation › 35-14-206. Bylaws

35-14-206. Bylaws.
(1) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
(2) The bylaws of a corporation may contain any provision that is not inconsistent with law or the articles of incorporation.
(3) The bylaws may contain one or both of the following provisions:
(a) a requirement that if the corporation solicits proxies or consents with respect to an election of directors, the corporation include in its proxy statement and any form of its proxy or consent, to the extent and subject to the procedures or conditions provided in the bylaws, one or more individuals nominated by a shareholder in addition to individuals nominated by the board of directors; and
(b) a requirement that the corporation reimburse the expenses incurred by a shareholder in soliciting proxies or consents in connection with an election of directors, to the extent and subject to procedures and conditions provided in the bylaws, provided that no bylaw so adopted applies to elections for which any record date precedes its adoption.
(4) Notwithstanding 35-14-1020(2)(b), the shareholders in amending, repealing, or adopting a bylaw described in subsection (3) may not limit the authority of the board of directors to amend or repeal any condition or procedure set forth in or to add any procedure or condition to the bylaw to provide for a reasonable, practical, and orderly process.
History: En. Sec. 32, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 2. Incorporation › 35-14-207. Emergency bylaws

35-14-207. Emergency bylaws.
(1) Unless the articles of incorporation provide otherwise, the board of directors may adopt bylaws to be effective only in an emergency as provided in subsection (4). The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:
(a) procedures for calling a meeting of the board of directors;
(b) quorum requirements for the meeting; and
(c) designation of additional or substitute directors.
(2) All provisions of the regular bylaws not inconsistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(3) Corporate action taken in good faith in accordance with the emergency bylaws:
(a) binds the corporation; and
(b) may not be used to impose liability on a director, officer, employee, or agent of the corporation.
(4) An emergency exists for purposes of this section if a quorum of the board of directors cannot readily be assembled because of some catastrophic event.
History: En. Sec. 33, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 2. Incorporation › 35-14-208. Forum selection

35-14-208. Forum selection.
(1) The articles of incorporation or the bylaws may require that any or all internal corporate claims must be brought exclusively in any specified court or courts of this state and, if so specified, in any additional courts in this state or in any other jurisdictions with which the corporation has a reasonable relationship.
(2) A provision of the articles of incorporation or bylaws adopted under subsection (1) may not have the effect of conferring jurisdiction on any court or over any person or claim and may not apply if none of the courts specified by the provision has the requisite personal and subject matter jurisdiction. If the court or courts of this state specified in a provision adopted under subsection (1) do not have the requisite personal and subject matter jurisdiction and another court of this state does have the jurisdiction, then the internal corporate claim may be brought in that other court of this state, notwithstanding that the other court of this state is not specified in the provision, and in any other court specified in the provision that has the requisite jurisdiction.
(3) No provision of the articles of incorporation or the bylaws may prohibit bringing an internal corporate claim in the courts of this state or require the claims to be determined by arbitration.
(4) For the purposes of this section, "internal corporate claim" means:
(a) any claim that is based on a violation of a duty under the laws of this state by a current or former director, officer, or shareholder in such capacity;
(b) any derivative action or proceeding brought on behalf of the corporation;
(c) any action asserting a claim arising pursuant to any provision of this chapter or the articles of incorporation or bylaws; or
(d) any action asserting a claim governed by the internal affairs doctrine that is not included in this subsection (4).
History: En. Sec. 34, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 3. Purposes and Powers › 35-14-301. Purposes

35-14-301. Purposes.
(1) Every corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation.
(2) A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under this chapter only if permitted by and subject to all limitations of the other statute.
History: En. Sec. 35, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 3. Purposes and Powers › 35-14-302. General powers

35-14-302. General powers.
Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including power:
(1) to sue and be sued, complain, and defend in its corporate name;
(2) to have a corporate seal, which may be altered at will, and to use it or a facsimile of it by impressing or affixing it or in any other manner reproducing it;
(3) to make and amend bylaws not inconsistent with its articles of incorporation or with the laws of this state for managing the business and regulating the affairs of the corporation;
(4) to purchase, receive, lease, or otherwise acquire and to own, hold, improve, use, and otherwise deal with real or personal property or any legal or equitable interest in property, wherever located;
(5) to sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;
(6) to purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of and deal in and with shares or other interests in or obligations of any other entity;
(7) to make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other securities and obligations, which may be convertible into or include the option to purchase other securities of the corporation, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;
(8) to lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;
(9) to be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;
(10) to conduct its business, locate offices, and exercise the powers granted by this chapter within or outside this state;
(11) to elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit;
(12) to pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents;
(13) to make donations for the public welfare or for charitable, scientific, or educational purposes;
(14) to transact any lawful business that will aid governmental policy; and
(15) to make payments or donations or do any other act not inconsistent with law that furthers the business and affairs of the corporation.
History: En. Sec. 36, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 3. Purposes and Powers › 35-14-303. Emergency powers

35-14-303. Emergency powers.
(1) In anticipation of or during an emergency as provided in subsection (4), the board of directors of a corporation may:
(a) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and
(b) relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(2) During an emergency as provided in subsection (4), unless emergency bylaws provide otherwise:
(a) notice of a meeting of the board of directors must be given only to those directors whom it is practicable to reach and may be given in any practicable manner; and
(b) one or more officers of the corporation present at a meeting of the board of directors may be considered to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(3) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:
(a) binds the corporation; and
(b) may not be used to impose liability on a director, officer, employee, or agent.
(4) An emergency exists for purposes of this section if a quorum of the board of directors cannot readily be assembled because of some catastrophic event.
History: En. Sec. 37, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 3. Purposes and Powers › 35-14-304. Lack of power to act

35-14-304. Lack of power to act.
(1) Except as provided in subsection (2), the validity of corporate action may not be challenged on the grounds that the corporation lacks or lacked power to act.
(2) A corporation's power to act may be challenged:
(a) in a proceeding by a shareholder against the corporation to enjoin the act;
(b) in a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or
(c) in a proceeding by the attorney general under 35-14-1430.
(3) In a shareholder's proceeding under subsection (2)(a) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.
History: En. Sec. 38, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 4. Corporate Name › 35-14-402. Reserved name

35-14-402. Reserved name.
(1) A person may reserve the exclusive use of a corporate name, including a fictitious or alternate name for a foreign corporation whose corporate name is not available, by delivering an application to the secretary of state for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the corporate name applied for is available, the secretary of state shall reserve the name for the applicant's exclusive use for a nonrenewable 120-day period.
(2) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the secretary of state a signed notice of the transfer that states the name and address of the transferee.
History: En. Sec. 40, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 4. Corporate Name › 35-14-403. Registered name

35-14-403. Registered name.
(1) A foreign corporation may register its corporate name, or its corporate name with the addition of any word or abbreviation listed in 35-14-401(1)(a) if necessary for the corporate name to comply with 35-14-401(1)(a), if the name is distinguishable in the records of the secretary of state from the corporate names that are not available under 35-14-401(2).
(2) A foreign corporation registers its corporate name, or its corporate name with any addition permitted by subsection (1), by delivering to the secretary of state for filing an application setting forth that name, the state, tribe, or country and date of its incorporation, and a brief description of the nature of the business that is to be conducted in this state.
(3) The name is registered for the applicant's exclusive use on the effective date of the application and for the remainder of the calendar year unless renewed.
(4) A foreign corporation whose name registration is effective may renew it for successive years by delivering to the secretary of state for filing a renewal application that complies with the requirements of subsection (2) between October 1 and December 31 of each year the registration is effective. The renewal application when filed renews the registration for the following calendar year.
(5) A foreign corporation whose name registration is effective may:
(a) register to do business as a foreign corporation under the registered name if it complies with 35-14-401(1)(b); or
(b) consent in writing to the use of that name by a domestic corporation subsequently incorporated under this chapter or by another foreign corporation. The registration terminates when the domestic corporation is incorporated or the foreign corporation registers to do business under that name.
History: En. Sec. 41, Ch. 271, L. 2019; amd. Sec. 4, Ch. 568, L. 2023.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 5. Office and Agent › 35-14-501. Registered office and agent -- domestic and registered foreign corporations

35-14-501. Registered office and agent -- domestic and registered foreign corporations.
(1) Each corporation shall continuously maintain in this state a registered office and a registered agent in compliance with Title 35, chapter 7.
(2) As used in this part, "corporation" means both a domestic corporation and a registered foreign corporation.
History: En. Sec. 42, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 5. Office and Agent › 35-14-502. Change -- registered office -- registered agent

35-14-502. Change -- registered office -- registered agent.
A corporation may change its registered office or registered agent in compliance with Title 35, chapter 7.
History: En. Sec. 43, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 5. Office and Agent › 35-14-503. Resignation -- registered agent

35-14-503.  Resignation -- registered agent.
A registered agent may resign as agent for a corporation in compliance with Title 35, chapter 7.
History: En. Sec. 44, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 5. Office and Agent › 35-14-504. Service on corporation

35-14-504. Service on corporation.
(1) A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation.
(2) If a corporation does not have a registered agent or the agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary at the corporation's principal office. Service is perfected under this subsection at the earliest of:
(a) the date the corporation receives the mail;
(b) the date shown on the return receipt if signed on behalf of the corporation; or
(c) 5 days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.
(3) If process, notice, or demand cannot be served on a corporation pursuant to subsection (1) or (2) or is to be served on a registered foreign corporation that has withdrawn its registration pursuant to 35-14-1507 or 35-14-1509 or the registration of which has been terminated pursuant to 35-14-1511, then the secretary of state is an agent of the corporation on whom process, notice, or demand may be served. Service of any process, notice, or demand on the secretary of state as agent for a corporation may be made by delivering to the secretary of state duplicate copies of the process, notice, or demand. If process, notice, or demand is served on the secretary of state, the secretary of state shall forward one of the copies by registered or certified mail, return receipt requested, to the corporation at the last address shown in the records of the secretary of state. Service is effected under this subsection at the earliest of:
(a) the date the corporation receives the process, notice, or demand;
(b) the date shown on the return receipt if signed on behalf of the corporation; or
(c) 5 days after the process, notice, or demand is deposited in the United States mail by the secretary of state.
(4) This section does not prescribe the only means or necessarily the required means of serving a corporation.
History: En. Sec. 45, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 6. Shares and Distributions › 35-14-601. Authorized shares

35-14-601. Authorized shares.
(1) The articles of incorporation must set forth any classes of shares and series of shares within a class, and the number of shares of each class and series, that the corporation is authorized to issue. If more than one class or series of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class or series and, before the issuance of shares of a class or series, describe the terms, including the preferences, rights, and limitations, of that class or series. Except to the extent varied as permitted by this section, all shares of a class or series must have terms, including preferences, rights, and limitations, that are identical with those of other shares of the same class or series.
(2) The articles of incorporation must authorize:
(a) one or more classes or series of shares that together have full voting rights; and
(b) one or more classes or series of shares, which may be the same class, classes, or series as those with voting rights, that together are entitled to receive the net assets of the corporation on dissolution.
(3) The articles of incorporation may authorize one or more classes or series of shares that:
(a) have special, conditional, or limited voting rights or no right to vote, except to the extent otherwise provided by this chapter;
(b) are redeemable or convertible as specified in the articles of incorporation:
(i) at the option of the corporation, the shareholder, or another person or on the occurrence of a specified event;
(ii) for cash, indebtedness, securities, or other property; and
(iii) at prices and in amounts specified or determined in accordance with a formula;
(c) entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative; or
(d) have preference over any other class or series of shares with respect to distributions, including distributions on the dissolution of the corporation.
(4) Terms of shares may be made dependent on facts objectively ascertainable outside the articles of incorporation in accordance with 35-14-120(11).
(5) Any of the terms of shares may vary among holders of the same class or series so long as the variations are expressly set forth in the articles of incorporation.
(6) The description of the preferences, rights, and limitations of classes or series of shares in subsection (3) is not exhaustive.
History: En. Sec. 46, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 6. Shares and Distributions › 35-14-602. Terms of class or series -- determination by board of directors

35-14-602. Terms of class or series -- determination by board of directors.
(1) If the articles of incorporation so provide, the board of directors is authorized, without shareholder approval, to:
(a) classify any unissued shares into one or more classes or into one or more series within a class;
(b) reclassify any unissued shares of any class into one or more classes or into one or more series within one or more classes; or
(c) reclassify any unissued shares of any series of any class into one or more classes or into one or more series within a class.
(2) If the board of directors acts pursuant to subsection (1), it shall determine the terms, including the preferences, rights, and limitations, to the same extent permitted under 35-14-601, of:
(a) any class of shares before the issuance of any shares of that class; or
(b) any series within a class before the issuance of any shares of that series.
(3) Before issuing any shares of a class or series created under this section, the corporation shall deliver to the secretary of state for filing articles of amendment setting forth the terms determined under subsection (2).
History: En. Sec. 47, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 6. Shares and Distributions › 35-14-603. Issued and outstanding shares

35-14-603. Issued and outstanding shares.
(1) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or canceled.
(2) The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection (3) and to 35-14-640.
(3) At all times that shares of the corporation are outstanding, one or more shares that together have full voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.
History: En. Sec. 48, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 6. Shares and Distributions › 35-14-604. Fractional shares

35-14-604. Fractional shares.
(1) A corporation may issue fractions of a share or in lieu of doing so may:
(a) pay in cash the value of fractions of a share;
(b) issue scrip in registered or bearer form entitling the holder to receive a full share on surrendering enough scrip to equal a full share; or
(c) arrange for disposition of fractional shares by the holders of those shares.
(2) Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by 35-14-625(2).
(3) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the rights to vote, to receive dividends, and to receive distributions upon dissolution. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.
(4) The board of directors may authorize the issuance of scrip subject to any condition, including that:
(a) the scrip will become void if not exchanged for full shares before a specified date; and
(b) the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.
History: En. Sec. 49, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 6. Shares and Distributions › 35-14-620. Subscription for shares -- before incorporation

35-14-620. Subscription for shares -- before incorporation.
(1) A subscription for shares entered into before incorporation is irrevocable for 6 months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.
(2) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series unless the subscription agreement specifies otherwise.
(3) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.
(4) If a subscriber defaults in payment of cash or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid for more than 20 days after the corporation delivers a written demand for payment to the subscriber.
History: En. Sec. 50, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 6. Shares and Distributions › 35-14-622. Liability of shareholders

35-14-622. Liability of shareholders.
(1) A purchaser from a corporation of the corporation's own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement.
(2) A shareholder of a corporation is not personally liable for any liabilities of the corporation, including liabilities arising from acts of the corporation, except:
(a) to the extent provided in a provision of the articles of incorporation permitted by 35-14-202(2)(b)(v); and
(b) that a shareholder may become personally liable by reason of the shareholder's own acts or conduct.
History: En. Sec. 52, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 6. Shares and Distributions › 35-14-623. Share dividends

35-14-623. Share dividends.
(1) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series of shares. An issuance of shares under this subsection is a share dividend.
(2) Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless:
(a) the articles of incorporation authorize the issue;
(b) a majority of the votes entitled to be cast by the class or series to be issued approve the issue; or
(c) there are no outstanding shares of the class or series to be issued.
(3) The board of directors may fix the record date for determining shareholders entitled to a share dividend, which may not be retroactive. If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, the record date is the date the board of directors authorizes the share dividend.
History: En. Sec. 53, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 6. Shares and Distributions › 35-14-624. Share rights -- options -- warrants -- awards

35-14-624. Share rights -- options -- warrants -- awards.
(1) A corporation may issue rights, options, or warrants for the purchase of shares or other securities of the corporation. The board of directors shall determine:
(a) the terms and conditions upon which the rights, options, or warrants are issued; and
(b) the terms, including the consideration, for which the shares or other securities are to be issued. The authorization by the board of directors for the corporation to issue the rights, options, or warrants constitutes authorization of the issuance of the shares or other securities for which the rights, options, or warrants are exercisable.
(2) The terms and conditions of the rights, options, or warrants may include restrictions or conditions that:
(a) preclude or limit the exercise, transfer, or receipt of the rights, options, or warrants by any person owning or offering to acquire a specified number or percentage of the outstanding shares or other securities of the corporation or by any transferee of the person; or
(b) invalidate or void the rights, options, or warrants held by any person or transferee described in subsection (2)(a).
(3) The board of directors may authorize one or more officers to:
(a) designate the recipients of rights, options, warrants, or other equity compensation awards that involve the issuance of shares; and
(b) determine, within an amount and subject to any other limitations established by the board of directors and, if applicable, the shareholders, the number of rights, options, warrants, or other equity compensation awards and the terms of the rights, options, warrants, or awards to be received by the recipients, provided that an officer may not use this authority to designate the officer or any other person the board of directors may specify as a recipient of those rights, options, warrants, or other equity compensation awards.
History: En. Sec. 54, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 6. Shares and Distributions › 35-14-625. Certificates -- form -- content

35-14-625. Certificates -- form -- content.
(1) Shares may be, but need not be, represented by certificates. Unless this chapter or another statute expressly provides otherwise, the rights and obligations of shareholders are identical regardless of whether their shares are represented by certificates.
(2) At a minimum, each share certificate must state on its face:
(a) the name of the corporation and that it is organized under the law of this state;
(b) the name of the person to whom issued; and
(c) the number and class of shares and the designation of the series, if any, the certificate represents.
(3) If the corporation is authorized to issue different classes of shares or series of shares within a class, the front or back of each certificate must summarize:
(a) the preferences, rights, and limitations applicable to each class and series;
(b) any variations in preferences, rights, and limitations among the holders of the same class or series; and
(c) the authority of the board of directors to determine the terms of future classes or series. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.
(4) Each share certificate must be signed by two officers designated in the bylaws.
(5) If the person who signed a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.
History: En. Sec. 55, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 6. Shares and Distributions › 35-14-626. Shares without certificates

35-14-626. Shares without certificates.
(1) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.
(2) Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall deliver to the shareholder a written statement of the information required on certificates by 35-14-625(2) and (3) and, if applicable, 35-14-627.
History: En. Sec. 56, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 6. Shares and Distributions › 35-14-627. Restriction on transfer of shares

35-14-627. Restriction on transfer of shares.
(1) The articles of incorporation, the bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation or may impose restrictions on, including the alteration or elimination of, the application of 35-14-1434. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.
(2) A restriction described in subsection (1) is valid and enforceable against a shareholder or a transferee of the shareholder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by 35-14-626(2). Unless so noted or contained, a restriction is not enforceable against a person without knowledge of the restriction.
(3) A restriction described in subsection (1) is authorized:
(a) to maintain the corporation's status when it is dependent on the number or identity of its shareholders;
(b) to preserve exemptions under federal or state securities law; or
(c) for any other reasonable purpose.
(4) A restriction described in subsection (1) may:
(a) obligate the shareholder first to offer the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares;
(b) obligate the corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares;
(c) require the corporation, the holders of any class or series of its shares, or other persons to approve the transfer of the restricted shares if the requirement is not manifestly unreasonable; or
(d) prohibit the transfer of the restricted shares to designated persons or classes of persons if the prohibition is not manifestly unreasonable.
(5) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
History: En. Sec. 57, Ch. 271, L. 2019.