Title 35, Title 35

(1) If the secretary of state refuses to file a document delivered for filing to the secretary of state's office, the domestic or foreign corporation may appeal the refusal to the district court for the first judicial district. The appeal is commenced by petitioning the court to …

A certificate attached to a copy of a document, bearing the secretary of state's signature, which may be in facsimile, and the seal of this state, is conclusive evidence that the original document is on file with the secretary of state.

(1) A person may apply to the secretary of state to furnish a certificate of existence for a domestic or foreign corporation. (2) The certificate of existence must set forth: (a) the domestic corporation's corporate name or the foreign corporation's corporate name used in this st…

This chapter shall be known and may be cited as the "Montana Nonprofit Corporation Act".

As used in this chapter, the following definitions apply: (1) "Approved by the members" means approved and ratified by the affirmative vote: (a) of a majority of the votes represented and voting: (i) at a meeting at which a quorum is present and the affirmative votes constitute a…

(1) Notice under this chapter must be in writing unless oral notice is reasonable under the circumstances. (2) (a) Notice may be communicated in person, by telephone, telegraph, teletype, facsimile, or other form of electronic, wire, or wireless communication, or by mail or priva…

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 incorporated under this chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation. (2) A corporation engaging in an activity that is subject to regulation under another statute of this …

(1) Unless its articles of incorporation provide otherwise, a 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 affairs including, without limitation, power: (…

All of the following requirements must be met before a document may be filed under this section by the secretary of state: (1) A document that is required or permitted by this chapter to be filed in the office of the secretary of state must satisfy the requirements of this sectio…

(1) The secretary of state shall treat a facsimile copy of a document that is required or permitted to be filed under 35-2-119, 35-2-121 through 35-2-123, 35-2-1003, 35-2-1108 through 35-2-1112, and this section and the signatures on the facsimile copy in the same manner as an or…

(1) Except as provided in subsection (2), a document is effective: (a) at the time of filing on the date it is filed, as evidenced by the secretary of state's endorsement on the original document; or (b) at the time specified in the document as its effective time on the date it i…

(1) A domestic or foreign corporation may correct a document filed by the secretary of state if the document: (a) contains an incorrect statement; or (b) was defectively executed, attested, sealed, verified, or acknowledged. (2) A document is corrected: (a) by preparing articles …

(1) The execution of any document that must be filed with the secretary of state under 35-2-119 through 35-2-122, 35-2-1003, 35-2-1108 through 35-2-1112, and this section constitutes an affirmation, under the penalties of false swearing, by each person executing the document that…

(1) A domestic corporation must be designated as either a public benefit, mutual benefit, or religious corporation. The specific designation of a corporation is as follows: (a) A corporation designated by its articles of incorporation as a public benefit corporation, a mutual ben…

(1) Except as otherwise determined by a court of competent jurisdiction, a corporation that is a private foundation as defined in section 509(a) of the Internal Revenue Code of 1986: (a) shall distribute amounts for each taxable year at a time and in a manner as not to subject th…

If the religious doctrine governing the affairs of a religious corporation is inconsistent with the provisions of this chapter on the same subject, the religious doctrine controls to the extent required by the United States or the Montana constitution.

(1) Except as provided in subsection (2), a state agency or state official may not impose any annual filing or reporting requirements on any nonprofit corporation with tax-exempt status pursuant to 26 U.S.C. 501(c)(3), as of February 21, 2023, that are more stringent, restrictive…

(1) If for any reason it is impractical or impossible for a corporation to call or conduct a meeting of its members, delegates, or directors or to otherwise obtain their consent, in the manner prescribed by its articles, bylaws, or this chapter, then upon petition of a director, …

(1) For purposes of this part, "derivative proceeding" means a civil suit in the right of a domestic corporation or, to the extent provided in 35-2-1307, in the right of a foreign corporation. (2) A derivative proceeding may be commenced or maintained by a complainant who is: (a)…

A complainant may not commence a derivative proceeding until: (1) a written demand has been made upon the corporation to take suitable action; (2) 90 days have expired from the date the demand was made, unless the complainant has earlier been notified that the demand has been rej…

If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for any period the court considers appropriate.

(1) The court shall dismiss a derivative proceeding on motion by the corporation if one of the groups specified in subsection (2) or (6) has determined in good faith, after conducting a reasonable inquiry upon which its conclusions are based, that the maintenance of the derivativ…

A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's members or a class of members, the court shall direct that no…

On termination of the derivative proceeding, the court may order: (1) the corporation to pay the complainant's reasonable expenses, including attorney fees, incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation; or (2)…

In a derivative proceeding in the right of a foreign corporation, the matter covered by this part is governed by the laws of the jurisdiction of incorporation of the foreign corporation, except for 35-2-1303, 35-2-1305, and 35-2-1306.

(1) Notice must be given to the attorney general of the commencement of any proceeding that this chapter authorizes the attorney general to bring but that has been commenced by another person. (2) Whenever a provision of this chapter requires that notice be given to the attorney …

(1) Except as provided in subsection (2), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (2) A corporation's power to act may be challenged in a proceeding against the corporation to enjoin an act when a thi…

(1) Except as authorized by 35-2-1402, a corporation may not make any distributions. (2) A public benefit corporation may, subject to the requirements of Title 15, chapter 31, and this chapter, as applicable: (a) pay reasonable compensation or reimburse reasonable expenses to mem…

(1) A mutual benefit corporation may purchase its memberships if after the purchase is completed: (a) the corporation would be able to pay its debts as they become due in the usual course of its activities; and (b) the corporation's total assets would at least equal the sum of it…

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.

(1) The articles of incorporation must set forth: (a) a corporate name for the corporation that satisfies the requirements of 35-2-305; (b) a statement that: (i) the corporation is a public benefit corporation; (ii) the corporation is a mutual benefit corporation; or (iii) the co…

(1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed by the secretary of state. (2) The secretary of state's filing of the articles of incorporation is conclusive proof that the incorporators have satisfied …

A person who purports to act as or on behalf of a corporation but who knows that there was no incorporation under this chapter is jointly and severally liable for all liabilities created while so acting.

(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 b…

(1) The incorporators or board of directors of a corporation shall adopt bylaws for the corporation. (2) The bylaws may contain any provision for regulating and managing the affairs of the corporation consistent with law or the articles of incorporation.

(1) Unless the articles provide otherwise, the directors of a corporation may adopt, amend, or repeal bylaws to be effective only in an emergency as defined in subsection (4). The emergency bylaws, which are subject to amendment or repeal by the members, may provide special proce…

A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the…

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

(1) Unless this chapter, the articles, the bylaws, the members acting pursuant to subsection (2), or the board of directors acting pursuant to subsection (3) require a greater vote or voting by class to be adopted, an amendment to a corporation's articles must be approved: (a) by…

(1) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would change the rights of that class as to voting in a manner different from the manner in which the amendment affects another clas…

A corporation that amends its articles shall deliver to the secretary of state, for filing, articles of amendment setting forth: (1) the name of the corporation; (2) the text of each amendment adopted; (3) the date of each amendment's adoption; (4) if approval of members was not …

(1) A corporation's board of directors may restate its articles of incorporation at any time, with or without approval by members or any other person. (2) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring approv…

(1) A corporation's articles may be amended without board approval, approval by the members, or approval required pursuant to 35-2-232 if necessary to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles,…

An amendment to 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, any requirement or limitation imposed upon the corporation, or any property held by it by virtue of any t…

If a corporation does not have members, its incorporators, until directors have been chosen, and later its board of directors may adopt one or more amendments to the corporation's bylaws subject to any approval required pursuant to 35-2-232. The corporation shall provide notice o…