reglab/statecodes huggingface dataset:
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 10. Distribution and Dissociation › 35-12-1011. Liability for improper distributions

35-12-1011. Liability for improper distributions.
(1) A general partner that consents to a distribution made in violation of 35-12-1010 is personally liable to the limited partnership for the amount of the distribution that exceeds the amount that could have been distributed without the violation if it is established that in consenting to the distribution the general partner failed to comply with 35-12-811.
(2) A partner or transferee that received a distribution knowing that the distribution to that partner or transferee was made in violation of 35-12-1010 is personally liable to the limited partnership but only to the extent that the distribution received by the partner or transferee exceeded the amount that could have been properly paid under 35-12-1010.
(3) A general partner against which an action is commenced under subsection (1) may:
(a) implead in the action any other person that is liable under subsection (1) and compel contribution from the person; and
(b) implead in the action any person that received a distribution in violation of subsection (2) and compel contribution from the person in the amount the person received in violation of subsection (2).
(4) An action under this section is barred if it is not commenced within 2 years after the distribution.
History: En. Sec. 48, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 10. Distribution and Dissociation › 35-12-1017. Effect of dissociation as limited partner

35-12-1017. Effect of dissociation as limited partner.
(1) Upon a person's dissociation as a limited partner:
(a) subject to 35-12-1105, the person does not have further rights as a limited partner;
(b) the person's obligation of good faith and fair dealing as a limited partner under 35-12-707(2) continues only as to matters arising and events occurring before the dissociation; and
(c) subject to 35-12-1105 and Title 35, chapter 12, part 15, any transferable interest owned by the person in the person's capacity as a limited partner immediately before dissociation is owned by the person as a mere transferee.
(2) A person's dissociation as a limited partner does not of itself discharge the person from any obligation to the limited partnership or the other partners that the person incurred while a limited partner.
History: En. Sec. 50, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 10. Distribution and Dissociation › 35-12-1019. Person's power to dissociate as general partner -- wrongful dissociation

35-12-1019. Person's power to dissociate as general partner -- wrongful dissociation.
(1) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to 35-12-1018(1).
(2) A person's dissociation as a general partner is wrongful only if:
(a) it is in breach of an express provision of the partnership agreement; or
(b) it occurs before the termination of the limited partnership and:
(i) the person withdraws as a general partner by express will;
(ii) the person is expelled as a general partner by judicial determination under 35-12-1018(5);
(iii) the person is dissociated as a general partner by becoming a debtor in bankruptcy; or
(iv) in the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated.
(3) A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to 35-12-1405, to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the general partner to the limited partnership or to the other partners.
History: En. Sec. 52, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 10. Distribution and Dissociation › 35-12-1020. Effect of dissociation as general partner

35-12-1020. Effect of dissociation as general partner.
(1) Upon a person's dissociation as a general partner:
(a) the person's right to participate as a general partner in the management and conduct of the partnership's activities terminates;
(b) the person's duty of loyalty as a general partner under 35-12-811(2)(c) terminates;
(c) the person's duty of loyalty as a general partner under 35-12-811(2)(a) and (2)(b) and duty of care under 35-12-811(3) continue only with regard to matters arising and events occurring before the person's dissociation as a general partner;
(d) the person may sign and deliver to the secretary of state for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership that states that the person has dissociated; and
(e) subject to 35-12-1105 and Title 35, chapter 12, part 15, any transferable interest owned by the person immediately before dissociation in the person's capacity as a general partner is owned by the person as a mere transferee.
(2) A person's dissociation as a general partner does not of itself discharge the person from any obligation to the limited partnership or the other partners that the person incurred while a general partner.
History: En. Sec. 53, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 10. Distribution and Dissociation › 35-12-1021. Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner

35-12-1021. Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner.
(1) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under Title 35, chapter 12, part 15, or merged out of existence under Title 35, chapter 12, part 15, the limited partnership is bound by an act of the person only if:
(a) the act would have bound the limited partnership under 35-12-806 before the dissociation; and
(b) at the time the other party enters into the transaction:
(i) less than 2 years has passed since the dissociation; and
(ii) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner.
(2) If a limited partnership is bound under subsection (1), the person dissociated as a general partner that caused the limited partnership to be bound is liable:
(a) to the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection (1); and
(b) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
History: En. Sec. 54, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 10. Distribution and Dissociation › 35-12-1022. Liability to other persons of person dissociated as general partner

35-12-1022. Liability to other persons of person dissociated as general partner.
(1) A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (2) and (3), the person is not liable for a limited partnership's obligation incurred after dissociation.
(2) A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership's activities is liable to the same extent as a general partner under 35-12-803 on an obligation incurred by the limited partnership under 35-12-1211.
(3) A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership's activities is liable on a transaction entered into by the limited partnership after the dissociation only if:
(a) a general partner would be liable on the transaction; and
(b) at the time the other party enters into the transaction:
(i) less than 2 years has passed since the dissociation; and
(ii) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner.
(4) By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for an obligation of the limited partnership.
(5) A person dissociated as a general partner is released from liability for an obligation of the limited partnership if the limited partnership's creditor, with notice of the person's dissociation as a general partner but without the person's consent, agrees to a material alteration in the nature or time of payment of the obligation.
History: En. Sec. 55, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 11. Assignment of Partnership Interests › 35-12-1101. Repealed

35-12-1101. Repealed.
Sec. 97, Ch. 216, L. 2011.
History: En. Sec. 42, Ch. 522, L. 1981.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 11. Assignment of Partnership Interests › 35-12-1102. Repealed

35-12-1102. Repealed.
Sec. 97, Ch. 216, L. 2011.
History: En. Sec. 43, Ch. 522, L. 1981; amd. Sec. 1310, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 11. Assignment of Partnership Interests › 35-12-1103. Rights of creditors of partner or transferee

35-12-1103. Rights of creditors of partner or transferee.
(1) On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the transferable interest of the judgment debtor with payment of the unsatisfied amount of the judgment, with interest. To the extent charged, the judgment creditor has only the rights of a transferee. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries that the judgment debtor might have made or that the circumstances of the case may require to give effect to the charging order.
(2) A charging order constitutes a lien on the judgment debtor's transferable interest. The court may order a foreclosure upon the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.
(3) At any time before foreclosure, an interest charged may be redeemed:
(a) by the judgment debtor;
(b) with property other than limited partnership property, by one or more of the other partners; or
(c) with limited partnership property, by the limited partnership with the consent of all partners whose interests are not so charged.
(4) This chapter does not deprive any partner or transferee of the benefit of any exemption laws applicable to the partner's or transferee's transferable partnership interest.
(5) This section provides the exclusive remedy by which a judgment creditor of a partner or transferee may satisfy a judgment out of the judgment debtor's transferable interest.
History: En. Sec. 44, Ch. 522, L. 1981; amd. Sec. 1311, Ch. 56, L. 2009; amd. Sec. 58, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 11. Assignment of Partnership Interests › 35-12-1104. Repealed

35-12-1104. Repealed.
Sec. 97, Ch. 216, L. 2011.
History: En. Sec. 45, Ch. 522, L. 1981; amd. Sec. 29, Ch. 268, L. 1997.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 11. Assignment of Partnership Interests › 35-12-1105. Power of estate of deceased partner

35-12-1105. Power of estate of deceased partner.
If a partner dies, the deceased partner's personal representative or other legal representative may exercise the rights of a transferee as provided in 35-12-1107 and, for the purpose of settling the estate, may exercise the rights of a current limited partner under 35-12-705.
History: En. Sec. 46, Ch. 522, L. 1981; amd. Sec. 1312, Ch. 56, L. 2009; amd. Sec. 59, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 11. Assignment of Partnership Interests › 35-12-1106. Partner's transferable interest

35-12-1106. Partner's transferable interest.
The only interest of a partner that is transferable is the partner's transferable interest. A transferable interest is personal property.
History: En. Sec. 56, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 11. Assignment of Partnership Interests › 35-12-1107. Transfer of partner's transferable interest

35-12-1107. Transfer of partner's transferable interest.
(1) A transfer, in whole or in part, of a partner's transferable interest:
(a) is permissible;
(b) does not by itself cause the partner's dissociation or a dissolution and winding up of the limited partnership's activities; and
(c) does not, as against the other partners or the limited partnership, entitle the transferee to participate in the management or conduct of the limited partnership's activities, to require access to information concerning the limited partnership's transactions except as otherwise provided in subsection (3), or to inspect or copy the required information or the limited partnership's other records.
(2) A transferee has a right to receive, in accordance with the transfer:
(a) distributions to which the transferor would otherwise be entitled; and
(b) upon the dissolution and winding up of the limited partnership's activities the net amount otherwise distributable to the transferor.
(3) In a dissolution and winding up, a transferee is entitled to an account of the limited partnership's transactions only from the date of dissolution.
(4) Upon transfer, the transferor retains the rights of a partner other than the interest in distributions transferred and retains all duties and obligations of a partner.
(5) A limited partnership need not give effect to a transferee's rights under this section until the limited partnership has notice of the transfer.
(6) A transfer of a partner's transferable interest in the limited partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.
(7) A transferee that becomes a partner with respect to a transferable interest is liable for the transferor's obligations under 35-12-902 and 35-12-1011. However, the transferee is not obligated for liabilities unknown to the transferee at the time the transferee became a partner.
History: En. Sec. 57, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 12. Dissolution › 35-12-1201. Nonjudicial dissolution

35-12-1201. Nonjudicial dissolution.
(1) Except as otherwise provided in 35-12-1202, a limited partnership is dissolved and its affairs may be wound up only upon the occurrence of any of the following:
(a) on the happening of an event specified in the partnership agreement;
(b) the consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective;
(c) after the dissociation of a person as a general partner:
(i) if the limited partnership has at least one remaining general partner, the consent to dissolve the limited partnership given within 90 days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the consent is to be effective; or
(ii) if the limited partnership does not have a remaining general partner, the filing of the dissolution with the secretary of state unless before the end of the period:
(A) consent to continue the activities of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and
(B) at least one person is admitted as a general partner in accordance with the consent;
(d) the passage of 90 days after the dissociation of the limited partnership's last limited partner unless before the end of the period the limited partnership admits at least one limited partner; or
(e) the signing and filing of a declaration of dissolution by the secretary of state.
(2) A dissolved limited partnership shall appoint and maintain an agent for service of process as required by 35-7-105 or deliver for filing a statement of change under 35-7-108 within 30 days after a change has occurred in the name or address of agent.
History: En. Sec. 47, Ch. 522, L. 1981; amd. Sec. 30, Ch. 268, L. 1997; amd. Sec. 60, Ch. 216, L. 2011; amd. Sec. 14, Ch. 23, L. 2017.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 12. Dissolution › 35-12-1202. Judicial resolution

35-12-1202. Judicial resolution.
On application by a partner, the district court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement.
History: En. Sec. 48, Ch. 522, L. 1981; amd. Sec. 61, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 12. Dissolution › 35-12-1203. Repealed

35-12-1203. Repealed.
Sec. 97, Ch. 216, L. 2011.
History: En. Sec. 49, Ch. 522, L. 1981; amd. Sec. 1313, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 12. Dissolution › 35-12-1204. Repealed

35-12-1204. Repealed.
Sec. 97, Ch. 216, L. 2011.
History: En. Sec. 50, Ch. 522, L. 1981; amd. Sec. 206, Ch. 368, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 12. Dissolution › 35-12-1205. Winding up

35-12-1205. Winding up.
(1) A limited partnership continues after dissolution only for the purpose of winding up its activities.
(2) In winding up its activities, the limited partnership:
(a) may amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited partnership's property, settle disputes by mediation or arbitration, file a statement of cancellation as provided in 35- 12-603, and perform other necessary acts; and
(b) shall discharge the limited partnership's liabilities, settle and close the limited partnership's activities, and marshal and distribute the assets of the partnership.
(3) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership's activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection:
(a) has the powers of a general partner under 35-12-1211; and
(b) shall promptly amend the certificate of limited partnership to state:
(i) that the limited partnership does not have a general partner;
(ii) the name of the person that has been appointed to wind up the limited partnership; and
(iii) the business mailing address of the person.
(4) On the application of any partner, the district court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership's activities if:
(a) a limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (3); or
(b) the applicant establishes other good cause.
History: En. Sec. 62, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 12. Dissolution › 35-12-1211. Power of general partner and person dissociated as general partner to bind partnership after dissolution

35-12-1211. Power of general partner and person dissociated as general partner to bind partnership after dissolution.
(1) A limited partnership is bound by a general partner's act after dissolution that:
(a) is appropriate for winding up the limited partnership's activities; or
(b) would have bound the limited partnership under 35-12-806 before dissolution if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.
(2) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:
(a) at the time the other party enters into the transaction:
(i) less than 2 years has passed since the dissociation; and
(ii) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and
(b) the act:
(i) is appropriate for winding up the limited partnership's activities; or
(ii) would have bound the limited partnership under 35-12-806 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.
History: En. Sec. 63, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 12. Dissolution › 35-12-1212. Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and person dissociated as general partner

35-12-1212. Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and person dissociated as general partner.
(1) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under 35-12-1211(1) by an act that is not appropriate for winding up the partnership's activities, the general partner is liable:
(a) to the limited partnership for any damage caused to the limited partnership arising from the obligation; and
(b) if another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.
(2) If a person dissociated as a general partner causes a limited partnership to incur an obligation under 35-12-1211(2), the person is liable:
(a) to the limited partnership for any damage caused to the limited partnership arising from the obligation; and
(b) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
History: En. Sec. 64, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 12. Dissolution › 35-12-1213. Known claims against dissolved limited partnership

35-12-1213. Known claims against dissolved limited partnership.
(1) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection (2).
(2) A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice must:
(a) specify the information required to be included in a claim;
(b) provide a mailing address to which the claim is to be sent;
(c) state the deadline for receipt of the claim, which may not be less than 120 days after the date the notice is received by the claimant;
(d) state that the claim will be barred if not received by the deadline; and
(e) unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner that is based on 35-12-803.
(3) A claim against a dissolved limited partnership is barred if the requirements of subsection (2) are met and:
(a) the claim is not received by the specified deadline; or
(b) in the case of a claim that is timely received but rejected by the dissolved limited partnership, the claimant does not commence an action to enforce the claim against the limited partnership within 90 days after the receipt of the notice of the rejection.
(4) This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that is contingent on that date.
History: En. Sec. 65, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 12. Dissolution › 35-12-1214. Other claims against dissolved limited partnership

35-12-1214. Other claims against dissolved limited partnership.
(1) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice.
(2) The notice must:
(a) be published at least once in a newspaper of general circulation in the county in which the dissolved limited partnership's principal office is located or, if it has none in this state, in the county in which the limited partnership's designated office is or was last located;
(b) describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent;
(c) state that a claim against the limited partnership is barred unless an action to enforce the claim is commenced within 5 years after publication of the notice; and
(d) unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner that is based on 35-12-803.
(3) If a dissolved limited partnership publishes a notice in accordance with subsection (2), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the dissolved limited partnership within 5 years after the publication date of the notice:
(a) a claimant that did not receive notice in a record under 35-12-1213;
(b) a claimant whose claim was timely sent to the dissolved limited partnership but not acted on; and
(c) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(4) A claim not barred under this section may be enforced:
(a) against the dissolved limited partnership to the extent of its undistributed assets;
(b) if the assets have been distributed in liquidation, against a partner or transferee to the extent of that person's proportionate share of the claim or the limited partnership's assets distributed to the partner or transferee in liquidation, whichever is less, but a person's total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person as part of the winding up of the dissolved limited partnership; or
(c) against any person liable on the claim under 35-12-803.
History: En. Sec. 66, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 12. Dissolution › 35-12-1215. Liability of general partner and person dissociated as general partner when claim against limited partnership barred

35-12-1215. Liability of general partner and person dissociated as general partner when claim against limited partnership barred.
If a claim against a dissolved limited partnership is barred under 35-12-1213 or 35-12-1214, any corresponding claim under 35-12-803 is also barred.
History: En. Sec. 67, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 12. Dissolution › 35-12-1216. Disposition of assets -- when contributions required

35-12-1216. Disposition of assets -- when contributions required.
(1) In winding up a limited partnership's activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership's obligations to creditors, including, to the extent permitted by law, partners that are creditors.
(2) Any surplus remaining after the limited partnership complies with subsection (1) must be paid in cash as a distribution.
(3) If a limited partnership's assets are insufficient to satisfy all of its obligations under subsection (1) with respect to each unsatisfied obligation incurred when the limited partnership was not a limited liability limited partnership, the following rules apply:
(a) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under 35-12-1022 shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.
(b) If a person does not contribute the full amount required under subsection (3)(a) with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by subsection (3)(a) on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those other persons when the obligation was incurred.
(c) If a person does not make the additional contribution required by subsection (3)(b), further additional contributions are determined and due in the same manner as provided in that subsection.
(4) A person that makes an additional contribution under subsection (3)(b) or (3)(c) may recover from any person whose failure to contribute under subsection (3)(a) or (3)(b) necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person's liability under this subsection may not exceed the amount the person failed to contribute.
(5) The estate of a deceased individual is liable for the person's obligations under this section.
(6) An assignee for the benefit of creditors of a limited partnership or a partner or a person appointed by a court to represent creditors of a limited partnership or a partner may enforce a person's obligation to contribute under subsection (3).
History: En. Sec. 68, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 13. Foreign Limited Partnerships › 35-12-1301. Governing law

35-12-1301. Governing law.
(1) The laws of the state or other jurisdiction under which a foreign limited partnership is organized, including the laws of a federally recognized Indian tribe, govern relations among the partners of the foreign limited partnership and between the partners and the foreign limited partnership and the liability of partners as partners for an obligation of the foreign limited partnership.
(2) A foreign limited partnership may not be denied a certificate of authority by reason of any difference between the laws of the jurisdiction under which a foreign limited partnership is organized and the laws of this state.
(3) A certificate of authority does not authorize a foreign limited partnership to engage in any business or exercise any power that a limited partnership may not engage in or exercise in this state.
History: En. Sec. 51, Ch. 522, L. 1981; amd. Sec. 69, Ch. 216, L. 2011; amd. Sec. 25, Ch. 280, L. 2015.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 13. Foreign Limited Partnerships › 35-12-1302. Application for certificate of authority

35-12-1302. Application for certificate of authority.
Before transacting business in this state, a foreign limited partnership shall register with the secretary of state. In order to register, a foreign limited partnership shall submit to the secretary of state the application for registration as a foreign limited partnership, signed and sworn to by a general partner and setting forth:
(1) the name of the foreign limited partnership and, if the name does not comply with 35-12-505, an alternate name adopted pursuant to 35-12-1312(1);
(2) the name of the state or other jurisdiction under whose law the foreign limited partnership is organized and the date of the foreign limited partnership's formation;
(3) the business mailing address of the foreign limited partnership's principal office and, if the laws of the jurisdiction under which the foreign limited partnership is organized require the foreign limited partnership to maintain an office in that jurisdiction, the business mailing address of the required office;
(4) the information required in 35-7-105(1);
(5) the name and business mailing address of each of the foreign limited partnership's general partners;
(6) whether the foreign limited partnership is a foreign limited liability limited partnership; and
(7) a statement that the foreign limited partnership has complied with the organizational laws in the jurisdiction in which it is organized and that the foreign limited partnership exists in that jurisdiction.
History: En. Sec. 52, Ch. 522, L. 1981; amd. Sec. 53, Ch. 131, L. 1983; amd. Sec. 31, Ch. 268, L. 1997; amd. Sec. 21, Ch. 75, L. 2003; amd. Sec. 16, Ch. 71, L. 2005; amd. Sec. 35, Ch. 26, L. 2011; amd. Sec. 70, Ch. 216, L. 2011; amd. Sec. 9, Ch. 42, L. 2015.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 13. Foreign Limited Partnerships › 35-12-1303. Repealed

35-12-1303. Repealed.
Sec. 97, Ch. 216, L. 2011.
History: En. Sec. 53, Ch. 522, L. 1981; amd. Sec. 54, Ch. 131, L. 1983; amd. Sec. 22, Ch. 75, L. 2003.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 13. Foreign Limited Partnerships › 35-12-1304. Repealed

35-12-1304. Repealed.
Sec. 97, Ch. 216, L. 2011.
History: En. Sec. 54, Ch. 522, L. 1981; amd. Sec. 17, Ch. 71, L. 2005.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 13. Foreign Limited Partnerships › 35-12-1305. Repealed

35-12-1305. Repealed.
Sec. 97, Ch. 216, L. 2011.
History: En. Sec. 55, Ch. 522, L. 1981.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 13. Foreign Limited Partnerships › 35-12-1306. Repealed

35-12-1306. Repealed.
Sec. 97, Ch. 216, L. 2011.
History: En. Sec. 56, Ch. 522, L. 1981.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 13. Foreign Limited Partnerships › 35-12-1307. Cancellation of certificate of authority -- effect of failure to have certificate

35-12-1307. Cancellation of certificate of authority -- effect of failure to have certificate.
(1) In order to cancel its certificate of authority to transact business in this state, a foreign limited partnership shall deliver to the secretary of state for filing a notice of cancellation. The certificate is canceled when the notice becomes effective under 35-12-614.
(2) A foreign limited partnership transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.
(3) The failure of a foreign limited partnership to have a certificate of authority to transact business in in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action or proceeding in this state.
(4) A partner of a foreign limited partnership is not liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership's having transacted business in this state without a certificate of authority.
(5) If a foreign limited partnership transacts business in this state without a certificate of authority or cancels its certificate of authority, it appoints the secretary of state as its agent for service of process for rights of action arising out of the transaction of business in this state.
History: En. Sec. 57, Ch. 522, L. 1981; amd. Sec. 75, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 13. Foreign Limited Partnerships › 35-12-1309. Activities not constituting transacting business

35-12-1309. Activities not constituting transacting business.
(1) Activities of a foreign limited partnership that do not constitute transacting business in this state within the meaning of 35-12-1309 through 35-12-1313 include:
(a) maintaining, defending, and settling an action or proceeding;
(b) holding meetings of its partners or carrying on any other activity concerning its internal affairs;
(c) maintaining accounts in financial institutions;
(d) maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited partnership's own securities or maintaining trustees or depositories with respect to those securities;
(e) selling through independent contractors;
(f) soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise if the orders require acceptance outside this state before they become contracts;
(g) creating or acquiring indebtedness, mortgages, or security interests in real or personal property;
(h) securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, and maintaining property so acquired;
(i) conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions of a like manner; and
(j) transacting business in interstate commerce.
(2) For purposes of 35-12-1309 through 35-12-1313, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection (1), constitutes transacting business in this state.
(3) This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under any other law of this state.
History: En. Sec. 71, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 13. Foreign Limited Partnerships › 35-12-1310. Filing of certificate of authority

35-12-1310. Filing of certificate of authority.
Unless the secretary of state determines that an application for a certificate of authority does not comply with the filing requirements of this chapter, the secretary of state, upon payment of all filing fees, shall file the application, shall prepare, sign, and file a certificate of authority to transact business in this state, and shall, upon payment of a fee, send a copy of the filed certificate to the foreign limited partnership or its representative.
History: En. Sec. 72, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 13. Foreign Limited Partnerships › 35-12-1311. Application for renewal of foreign limited partnership certification -- requirement for appointed registered agent

35-12-1311. Application for renewal of foreign limited partnership certification -- requirement for appointed registered agent.
(1) The application for renewal of certification of a foreign limited partnership must be executed by the general partners and delivered to the secretary of state. The application must include the following information:
(a) the name of the foreign limited partnership or the fictitious name adopted by a foreign limited partnership authorized to transact business in this state because its real name is unavailable;
(b) the name and address of the registered agent appointed by the foreign limited partnership for the service of process on the foreign limited partnership; and
(c) the name and business mailing address of each general partner.
(2) A registered agent appointed under this section must be an individual resident of this state, a domestic corporation, or a foreign corporation authorized to do business in this state and with a place of business in this state.
History: En. Sec. 34, Ch. 26, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 13. Foreign Limited Partnerships › 35-12-1312. Noncomplying name of foreign limited partnership

35-12-1312. Noncomplying name of foreign limited partnership.
(1) A foreign limited partnership whose name does not comply with 35-12-505 may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternate name that complies with 35-12-505. A foreign limited partnership that adopts an alternate name under this subsection and then obtains a certificate of authority with the name need not comply with Title 30, chapter 13, part 2. After obtaining a certificate of authority with an alternate name, a foreign limited partnership shall transact business in this state under the name unless the foreign limited partnership is authorized under Title 30, chapter 13, part 2, to transact business in this state under another name.
(2) If a foreign limited partnership authorized to transact business in this state changes its name to one that does not comply with 35-12-505, it may not thereafter transact business in this state until it complies with subsection (1) of this section and obtains an amended certificate of authority.
History: En. Sec. 73, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 13. Foreign Limited Partnerships › 35-12-1313. Revocation of certificate of authority

35-12-1313. Revocation of certificate of authority.
(1) A certificate of authority of a foreign limited partnership to transact business in this state may be revoked by the secretary of state in the manner provided in subsections (2) and (3) if the foreign limited partnership does not:
(a) pay any fee, tax, or penalty due to the secretary of state under this chapter or other law;
(b) appoint and maintain an agent for service of process as required by 35-7-105; or
(c) deliver for filing a statement of a change under 35-7-108 within 30 days after a change has occurred in the name or address of the agent.
(2) In order to revoke a certificate of authority, the secretary of state shall prepare, sign, and file a notice of revocation and deliver a copy to the foreign limited partnership's agent for service of process in this state or, if the foreign limited partnership does not appoint and maintain a proper agent in this state, to the foreign limited partnership's designated office. The notice must state:
(a) the revocation's effective date, which must be at least 60 days after the date the secretary of state sends the copy; and
(b) the foreign limited partnership's failures to comply with subsection (1) that are the reason for the revocation.
(3) The authority of the foreign limited partnership to transact business in this state ceases on the effective date of the notice of revocation unless before that date the foreign limited partnership cures each failure to comply with subsection (1) stated in the notice. If the foreign limited partnership cures the failures, the secretary of state shall so indicate on the filed notice.
History: En. Sec. 74, Ch. 216, L. 2011; amd. Sec. 15, Ch. 23, L. 2017.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 13. Foreign Limited Partnerships › 35-12-1314. Amendment of certificate of authority -- requirements

35-12-1314. Amendment of certificate of authority -- requirements.
(1) A foreign limited partnership may amend its certificate of authority to transact business by delivering to the secretary of state for filing an amendment stating:
(a) the name of the foreign limited partnership;
(b) the date of filing of the foreign limited partnership's initial certificate; and
(c) the changes the amendment makes to the certificate of authority to transact business as most recently amended.
(2) A foreign limited partnership shall promptly deliver to the secretary of state for filing an amendment to a certificate of authority to transact business to reflect:
(a) the admission of a new general partner;
(b) the dissociation of a general partner; or
(c) the revision of any other information at any time for a proper purpose as determined by the foreign limited partnership.
(3) A general partner that knows that any information in an application for registration as a foreign limited partnership was false when filed or that any information in a certificate of authority to transact business has become false due to changed circumstances shall promptly:
(a) cause the certificate to be amended; or
(b) if appropriate, deliver to the secretary of state for filing a statement of change pursuant to 35-7-110 or a statement of correction pursuant to 35-12-616.
(4) Subject to 35-12-614(3), an amendment is effective when filed by the secretary of state.
History: En. Sec. 1, Ch. 43, L. 2015.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 14. Derivative Actions › 35-12-1401. Derivative action

35-12-1401. Derivative action.
A partner may maintain a derivative action to enforce a right of a limited partnership if:
(1) the partner first makes a demand on the general partners requesting that they cause the limited partnership to bring an action to enforce the right and the general partners do not bring the action within a reasonable time; or
(2) a demand would be futile.
History: En. Sec. 59, Ch. 522, L. 1981; amd. Sec. 78, Ch. 216, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 12. Limited Partnerships › Part 14. Derivative Actions › 35-12-1402. Proper plaintiff

35-12-1402. Proper plaintiff.
A derivative action may be maintained only by a person that is a partner at the time the action is commenced and:
(1) that was a partner when the conduct giving rise to the action occurred; or
(2) whose status as a partner devolved by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct.
History: En. Sec. 60, Ch. 522, L. 1981; amd. Sec. 32, Ch. 268, L. 1997; amd. Sec. 79, Ch. 216, L. 2011.