Montana Code 35-2-725. Effect of dissolution
35-2-725. Effect of dissolution. (1) A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including:
Terms Used In Montana Code 35-2-725
- articles: include amended and restated articles of incorporation and articles of merger. See Montana Code 35-2-114
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Bylaws: means the code, codes, or rules, other than the articles, adopted pursuant to this chapter for the regulation or management of the affairs of the corporation, regardless of the name or names by which the code, codes, or rules are designated. See Montana Code 35-2-114
- 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.
- Corporation: means a public benefit corporation, mutual benefit corporation, or religious corporation. See Montana Code 35-2-114
- Directors: means individuals:
(a)designated in the articles or bylaws or elected by the incorporators and their successors; and
(b)elected or appointed by any other name or title to act as members of the board. See Montana Code 35-2-114
- Distribution: means the payment of a dividend or any part of the income or profit of a corporation to its members, directors, or officers. See Montana Code 35-2-114
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Mutual benefit corporation: means a domestic corporation designated as a mutual benefit corporation. See Montana Code 35-2-114
- Proceeding: includes a civil suit and a criminal, administrative, and investigatory action. See Montana Code 35-2-114
- Property: means real and personal property. See Montana Code 1-1-205
- Public benefit corporation: means a domestic corporation designated as a public benefit corporation. See Montana Code 35-2-114
- Quorum: The number of legislators that must be present to do business.
- Religious corporation: means a domestic corporation designated as a religious corporation. See Montana Code 35-2-114
- voting: includes but is not limited to the giving of consent in the form of a record provided electronically or by written ballot and written consent. See Montana Code 35-2-114
(a)preserving and protecting its assets and minimizing its liabilities;
(b)discharging or making provision for discharging its liabilities and obligations;
(c)disposing of its properties that will not be distributed in kind;
(d)returning, transferring, or conveying assets held by the corporation upon a condition requiring return, transfer, or conveyance in accordance with the condition;
(e)transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws;
(f)if the corporation is a public benefit corporation or religious corporation and provision has not been made in its articles or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets:
(i)to one or more persons described in section 501(c)(3) of the Internal Revenue Code; or
(ii)if the dissolved corporation is not described in section 501(c)(3) of the Internal Revenue Code, to one or more public benefit corporations or religious corporations;
(g)if the corporation is a mutual benefit corporation and provision has not been made in its articles or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it does not have members, to those persons whom the corporation holds itself out as benefiting or serving; and
(h)doing every other act necessary to wind up and liquidate its assets and affairs.
(2)Dissolution of a corporation does not:
(a)transfer title to the corporation’s property;
(b)subject its directors or officers to standards of conduct different from those prescribed in part 4 of this chapter;
(c)change quorum or voting requirements for its board or members; change provisions for selection, resignation, or removal of its directors or officers, or both; or change provisions for amending its bylaws;
(d)prevent commencement of a proceeding by or against the corporation in its corporate name;
(e)abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
(f)terminate the authority of the registered agent.