Montana Code 35-14-1509. Withdrawal upon dissolution or conversion to nonfiling entities
35-14-1509. Withdrawal upon dissolution or conversion to nonfiling entities. (1) A registered foreign corporation that has dissolved and completed winding up or has converted to a domestic or foreign nonfiling entity other than a limited liability partnership shall deliver to the secretary of state for filing a statement of withdrawal. The statement must be signed by the dissolved corporation or the converted domestic or foreign nonfiling entity and must state:
Terms Used In Montana Code 35-14-1509
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Process: means a writ or summons issued in the course of judicial proceedings. See Montana Code 1-1-202
- Service of process: The service of writs or summonses to the appropriate party.
- State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See Montana Code 1-1-201
(a)in the case of a foreign corporation that has completed winding up:
(i)its name and jurisdiction of formation;
(ii)that the foreign corporation withdraws its registration to do business in this state and revokes the authority of its registered agent to accept service on its behalf;
(iii)an address to which process on the foreign corporation may be sent by the secretary of state under 35-14-504(3);
(iv)that all taxes imposed on the corporation under Title 15 have been paid, supported by a certificate by the department of revenue to be attached to the application to the effect that the department is satisfied from the available evidence that all taxes imposed have been paid. The issuance of the certificate does not relieve the corporation from liability for any taxes, penalties, or interest due the state of Montana.
(v)additional information that may be necessary or appropriate to enable the secretary of state to determine and assess any unpaid fees or taxes payable by the foreign corporation; or
(b)in the case of a foreign corporation that has converted to a domestic or foreign nonfiling entity other than a limited liability partnership:
(i)the name of the converting foreign corporation and its jurisdiction of formation;
(ii)the type of the nonfiling entity to which it has converted and its name and jurisdiction of formation;
(iii)that it withdraws its registration to do business in this state and revokes the authority of its registered agent to accept service on its behalf;
(iv)an address to which process on the foreign corporation may be sent by the secretary of state under 35-14-504(3);
(v)that all taxes imposed on the corporation under Title 15 have been paid, supported by a certificate by the department of revenue to be attached to the application to the effect that the department is satisfied from the available evidence that all taxes have been paid. The issuance of the certificate does not relieve the corporation from liability for any taxes, penalties, or interest due the state of Montana.
(vi)additional information that may be necessary or appropriate to enable the secretary of state to determine and assess any unpaid fees or taxes payable by the foreign corporation.
(2)After the withdrawal of the registration of a foreign corporation, service of process in any proceeding based on a cause of action arising during the time the entity was registered to do business in this state may be made as provided in 35-14-504.