Title 35, Title 35

(1) A court in a judicial proceeding brought to dissolve a public benefit corporation or mutual benefit corporation may appoint one or more receivers to wind up and liquidate the affairs of the corporation or one or more custodians to manage the affairs of the corporation. The co…

(1) If after a hearing the court determines that one or more grounds for judicial dissolution described in 35-2-728 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified c…

Assets of a dissolved corporation that should be transferred to a creditor, claimant, or member of the corporation who cannot be found or who is not competent to receive them must be reduced to cash, subject to known trust restrictions, and deposited with the state treasurer for …

(1) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state. (2) The following activities, among others, do not constitute transacting business within the meaning of subsection (1): (a) maintaining, def…

(1) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority. (2) The successor to a foreign corporation that transacted business in this state …

A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state. The application must set forth: (1) the name of the foreign corporation or, if its name is unavailable for use in this state, …

(1) A foreign corporation authorized to transact business in this state shall obtain an amended certificate of authority from the secretary of state if it changes: (a) its corporate name; (b) the period of its duration; (c) any of the information required by 35-7-105(1); (d) the …

(1) A certificate of authority authorizes the foreign corporation to which it is issued the right to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in this chapter. (2) A foreign corporation with a valid certifica…

(1) If the corporate name of a foreign corporation does not satisfy the requirements of 35-2-305, the foreign corporation, to obtain or maintain a certificate of authority to transact business in this state, may use a fictitious name to transact business in this state if: (a) its…

Service of process on a foreign corporation must be effected upon the persons and in the manner provided for by the Montana Rules of Civil Procedure.

(1) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the secretary of state. (2) A foreign corporation authorized to transact business in this state may apply for a certificate o…

(1) The secretary of state may commence a proceeding under 35-2-833 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if: (a) the foreign corporation does not deliver the annual report to the secretary of state within 90…

(1) The secretary of state, upon determining that one or more grounds exist under 35-2-832 for revocation of a certificate of authority, shall deliver to the foreign corporation written notice of that determination under 35-2-830. (2) The attorney general, upon determining that o…

(1) A foreign corporation may appeal the secretary of state's revocation of its certificate of authority to the district court for the first judicial district within 30 days after the service of the certificate of revocation is perfected under 35-2-830. The foreign corporation sh…

(1) Each domestic corporation and each foreign corporation authorized to transact business in this state shall deliver to the secretary of state, for filing, an annual report on a form prescribed and furnished by the secretary of state that sets forth: (a) the name of the corpora…

(1) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors as authorized by…

(1) Subject to 35-2-908(3) and subsection (5) of this section, a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in 35-2-906(5) if the member gives the corporation written noti…

(1) A member's agent or attorney has the same inspection and copying rights as the member the agent or attorney represents. (2) The right to copy records under 35-2-907 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means. (3) The…

(1) If a corporation does not allow a member who complies with 35-2-907(1) to inspect and copy any records required by that subsection to be available for inspection, the district court for the judicial district of the county where the corporation's principal office is located or…

(1) Without consent of the board, a membership list or any part of it may not be obtained or used by a person for any purpose unrelated to a member's interest as a member. (2) Without limiting the generality of the provisions of subsection (1), without the consent of the board a …

Upon the written request of any member of the corporation, the corporation shall deliver to the member its most recent financial statements showing in reasonable detail its assets and liabilities and the results of the operations.

If a corporation indemnifies or advances expenses to a director under 35-2-447 through 35-2-450 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the members with or before the notice o…

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

The provisions of this chapter shall apply to corporations sole existing on December 31, 1968, or formed in accordance herewith and the Montana Nonprofit Corporation Act shall apply thereto only when not inconsistent with the provisions of this chapter. Foreign corporations sole …

The repeal of a prior act by this chapter shall not affect any right accrued or established or any liability or penalty incurred under the provisions of such act prior to the repeal thereof.

Whenever the rules or discipline of any religious denomination, society, or church permit or require the estate, property, temporalities, and business thereof to be held in the name of or managed by a bishop, chief priest, or presiding elder, it shall be lawful for such bishop, c…

(1) The articles of incorporation must set forth: (a) the name of the corporation; (b) the period of duration, which may be perpetual; (c) the name of the religious denomination, society, or church creating the corporation sole; (d) the name of the bishop, chief priest, or presid…

(1) Upon filing the articles of incorporation in the office of the secretary of state with proof of appointment or election of such bishop, chief priest, or presiding elder, the secretary of state must issue to the corporation over the great seal of the state a certificate of inc…

All persons who assume to act as a corporation hereunder without authority so to do shall be jointly and severally liable for all debts and liabilities incurred or arising as the result thereof.

Every corporation sole organized under the provisions of this chapter, for the purpose of the trust described in this section, has power: (1) to continue to exist perpetually by its corporate name unless a limited period of duration is stated in its articles of incorporation; (2)…

(1) Whenever any bishop, chief priest, or presiding elder has filed in the office of the secretary of state articles of incorporation, under the provisions of an act entitled "An Act Authorizing and Regulating the Incorporation of Sole Corporations and Defining Their Powers", app…

(1) In the event of the death or resignation from office of any bishop, chief priest, or presiding elder or of that individual's transfer or removal from office by the person or body having the authority to remove that individual, the individual's successor in office succeeds to …

The bishop, chief priest, or presiding elder of the corporation sole created hereby may appoint a board of advisors or consultors consisting of at least four persons of legal age and otherwise qualified according to the rules or discipline of the denomination, society, or church,…

(1) Each corporation, subject to the provisions of this chapter, shall file within the time and in the manner prescribed by the Montana Nonprofit Corporation Act an annual report on forms or in a computerized format prescribed by the secretary of state, setting forth: (a) the nam…

A corporation sole organized under the provisions of this chapter shall maintain a corporate office in this state and shall appoint a resident registered agent as provided in 35-7-105(1).

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

As used in this chapter, unless the context otherwise requires, the following definitions apply: (1) "Disqualified person" means any natural person, corporation, partnership, fiduciary, trust, association, government agency, or other entity that for any reason is or becomes ineli…

(1) This chapter applies to each professional corporation organized prior to October 1, 1983. If such a corporation is required to amend its corporate name or purposes to comply with this chapter, it shall deliver one duly executed original and one copy of articles of amendment o…

The Montana Business Corporation Act applies to professional corporations, domestic and foreign, except to the extent its provisions are inconsistent with this chapter.

Professional corporations may be organized under this chapter only for the purpose of rendering professional services and services ancillary thereto within a single profession, except that a professional corporation may be incorporated for the purpose of rendering professional se…

The name of a domestic or foreign professional corporation: (1) must contain the words "professional corporation" or the abbreviation "P.C." and may not contain any other words to indicate the type of business that it is other than "professional corporation" or "P.C." unless the …

At least one-half of the combined directors and officers of a professional corporation, other than the secretary and the treasurer, must be qualified persons with respect to the corporation.

No professional corporation, domestic or foreign, may begin to render professional services in this state until it has filed a copy of its articles of incorporation with each licensing authority having jurisdiction of a type of professional service described in its articles of in…

(1) The annual report of each domestic professional corporation and each foreign professional corporation authorized to transact business in this state filed with the secretary of state pursuant to the Montana Business Corporation Act must include a statement that all the shareho…

(1) Except as provided in 37-50-330, a professional corporation may issue shares, fractional shares, and rights or options to purchase shares only to: (a) natural persons authorized by law of this or any other state, a territory of the United States, or the District of Columbia t…

A professional corporation may purchase its own shares from a disqualified person without regard to the availability of capital or surplus for such purchase; however, no purchase of or payment for its own shares may be made at a time when the corporation is insolvent or if purcha…