Title 35, Title 35

Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt amendments to the corporation's articles of incorporation without shareholder approval: (1) to extend the duration of the corporation if it was incorporated at a time when limited…

(1) After an amendment to the articles of incorporation has been adopted and approved in the manner required by this chapter and by the articles of incorporation, the corporation shall deliver to the secretary of state for filing articles of amendment, which must set forth: (a) t…

(1) A corporation's board of directors may restate its articles of incorporation at any time, without shareholder approval, to consolidate all amendments into a single document. (2) If the restated articles include one or more new amendments that require shareholder approval, the…

(1) A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States. (2) The individua…

(1) An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than the shareholders. An amendment changing a corporatio…

This chapter may be cited as the "Montana Business Corporation Act".

The legislature has power to amend or repeal all or part of this chapter at any time, and all domestic and foreign corporations subject to this chapter are governed by the amendment or repeal.

(1) A corporation's shareholders may amend or repeal the corporation's bylaws. (2) A corporation's board of directors may amend or repeal the corporation's bylaws unless: (a) the articles of incorporation, 35-14-1021, or, if applicable, 35-14-1022 reserves that power exclusively …

(1) A bylaw that increases a quorum or voting requirement for the board of directors or that requires a meeting of shareholders to be held at a place may be amended or repealed: (a) if originally adopted by the shareholders, only by the shareholders unless the bylaw provides othe…

(1) Unless the articles of incorporation specifically prohibit the adoption of a bylaw pursuant to this section, alter the vote specified in 35-14-728(1), or provide for cumulative voting, a corporation may elect in its bylaws to be governed in the election of directors as follow…

As used in this part, the following definitions apply: (1) "Acquired entity" means the domestic or foreign corporation or eligible entity that will have all of one or more classes or series of its shares or eligible interests acquired in a share exchange. (2) "Acquiring entity" m…

(1) By complying with this part: (a) one or more domestic business corporations may merge with one or more domestic or foreign business corporations or eligible entities pursuant to a plan of merger, resulting in a survivor; and (b) two or more foreign business corporations or do…

(1) By complying with this part: (a) a domestic corporation may acquire all of the shares of one or more classes or series of shares of another domestic or foreign corporation or all of the eligible interests of one or more classes or series of interests of a domestic or foreign …

In the case of a domestic corporation that is a party to a merger or the acquired entity in a share exchange, the plan of merger or share exchange must be adopted in the following manner: (1) The plan of merger or share exchange must first be adopted by the board of directors. (2…

(1) A domestic or foreign parent entity that owns shares of a domestic corporation that carry at least 90% of the voting power of each class and series of the outstanding shares of the subsidiary that has voting power may: (a) merge the subsidiary into itself if it is a domestic …

(1) After a plan of merger has been adopted and approved as required by this chapter or, if the merger is being effected under 35-14-1102(1)(b), the merger has been approved as required by the organic law governing the parties to the merger, the articles of merger must be signed …

(1) When a merger becomes effective: (a) the domestic or foreign corporation or eligible entity that is designated in the plan of merger as the survivor continues or comes into existence, as the case may be; (b) the separate existence of every domestic or foreign corporation or e…

(1) After a plan of merger or share exchange has been adopted and approved as required by this part and before articles of merger or share exchange have become effective, the plan may be abandoned by a domestic business corporation that is a party to the plan without action by it…

(1) A document must satisfy the requirements of this section and any other section that adds to or varies these requirements to be entitled to filing by the secretary of state. (2) This chapter must require or permit filing the document in the office of the secretary of state. (3…

No approval of the shareholders is required, unless the articles of incorporation provide otherwise: (1) to sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets in the usual and regular course of business; (2) to mortgage, pledge, dedicate, with o…

(1) A sale, lease, exchange, or other disposition of assets, other than a disposition described in 35-14-1201, requires approval of the corporation's shareholders if the disposition would leave the corporation without a significant continuing business activity. A corporation is c…

(1) (a) The secretary of state may prescribe and furnish on request forms for: (i) an application for a certificate of existence or certificate of registration; (ii) a foreign corporation's registration statement; (iii) a foreign corporation's statement of withdrawal; (iv) a fore…

(1) The secretary of state shall establish fees for: (a) the filing of documents delivered to the secretary of state as required by this part; (b) issuing certificates and statements as required by this part; and (c) copying and transmitting documents, priority handling, and resp…

(1) Except to the extent otherwise provided in 35-14-124(3) and 35-14-145 through 35-14-152, a document accepted for filing is effective: (a) on the date and at the time of filing, as provided in 35-14-125(2); (b) on the date of filing and at the time specified in the document as…

(1) A document filed by the secretary of state pursuant to this chapter may be corrected if: (a) the document contains an inaccuracy; (b) the document was defectively signed, attested, sealed, verified, or acknowledged; or (c) the electronic transmission was defective. (2) A docu…

(1) If a document delivered to the office of the secretary of state for filing satisfies the requirements of 35-14-120, the secretary of state shall file it. (2) The secretary of state files a document by recording it as filed on the date and time of receipt. After filing a docum…

(1) If the secretary of state refuses to file a document delivered for filing, the person that delivered the document for filing may petition the district court of the first judicial district to compel its filing. The document and the explanation of the secretary of state of the …

A certificate from the secretary of state delivered with a copy of a document filed by the secretary of state is conclusive evidence that the original document is on file with the secretary of state.

(1) Any person may apply to the secretary of state to furnish a certificate of existence for a domestic corporation or a certificate of registration for a foreign corporation. (2) A certificate of existence sets forth: (a) the domestic corporation's corporate name; (b) that the d…

(1) The execution of any document required to be filed with the secretary of state under this part constitutes an affirmation, under the penalties of false swearing, by each person executing the document that the facts stated in the document are true. (2) The secretary of state s…

(1) The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state by this chapter. (2) The secretary of state may adopt rules to perform the duties required of the secretary of state under this part, including establishing nece…

For the purposes of this part, the following definitions apply: (1) "Affiliate" means a person that directly, or indirectly through one or more intermediaries controls, is controlled by or is under common control with another person or is a senior executive of another person. For…

(1) A shareholder is entitled to appraisal rights and to obtain payment of the fair value of that shareholder's shares in the event of any of the following corporate actions: (a) consummation of a merger to which the corporation is a party if: (i) shareholder approval is required…

(1) A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder's name but owned by a beneficial shareholder or a voting trust beneficial owner only if the record shareholder objects with respect to all shares of a class o…

(1) When any corporate action specified in 35-14-1302(1) is to be submitted to a vote at a shareholders' meeting, the meeting notice or, when no approval of the action is required pursuant to 35-14-1104(10), the offer made pursuant to 35-14-1104(10) must state that the corporatio…

(1) If a corporate action specified in 35-14-1302(1) is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares: (a) shall deliver to the corporation, before the vote is taken, written notic…

(1) If a corporate action requiring appraisal rights under 35-14-1302(1) becomes effective, the corporation shall deliver the written appraisal notice and form required by subsection (2) of this section to all shareholders who satisfy the requirements of 35-14-1321(1), (2), or (3…

(1) A shareholder who receives notice pursuant to 35-14-1322 and who wishes to exercise appraisal rights shall sign and return the form sent by the corporation and, in the case of certificated shares, deposit the shareholder's certificates in accordance with the terms of the noti…

(1) Except as provided in 35-14-1325, within 30 days after the form required by 35-14-1322(2)(b)(ii) is due, the corporation shall pay in cash to those shareholders who complied with 35-14-1323(1) the amount the corporation estimates to be the fair value of their shares, plus int…

(1) A corporation may elect to withhold payment required by 35-14-1324 from any shareholder who was required to but did not certify that beneficial ownership of all of the shareholder's shares for which appraisal rights are asserted was acquired before the date set forth in the a…

(1) A shareholder paid pursuant to 35-14-1324 who is dissatisfied with the amount of the payment shall notify the corporation in writing of that shareholder's estimate of the fair value of the shares and demand payment of that estimate, less any payment under 35-14-1324, plus int…

(1) If a shareholder makes demand for payment under 35-14-1326 that remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corpo…

(1) The court in an appraisal proceeding commenced under 35-14-1330 shall determine all court costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the court costs against the corporation, except t…

(1) The legality of a proposed or completed corporate action described in 35-14-1302(1) may not be contested, and the corporate action may not be enjoined, set aside, or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the corpor…

For the purposes of this chapter, unless otherwise specified, the following definitions apply: (1) "Articles of incorporation" means the articles of incorporation described in 35-14-202, all amendments to the articles of incorporation, and any other documents permitted or require…

A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the secretary of state for filing articles of dissolution that set forth: (1) the name of the corporation; …