Montana Code 35-2-820. Authority to transact business required
35-2-820. Authority to transact business required. (1) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state.
Terms Used In Montana Code 35-2-820
- board of directors: means the board of directors except that a person or group of persons is not the board of directors because of powers delegated to that person or group pursuant to 35-2-414. See Montana Code 35-2-114
- Personal property: All property that is not real property.
- Personal property: means money, goods, chattels, things in action, and evidences of debt. See Montana Code 1-1-205
- 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
- Secretary: means the corporate officer to whom the board of directors has delegated responsibility under 35-2-439(2) for custody of the minutes of the directors' and members' meetings and for authenticating the records of the corporation. See Montana Code 35-2-114
- 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
(2)The following activities, among others, do not constitute transacting business within the meaning of subsection (1):
(a)maintaining, defending, or settling any proceeding;
(b)holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs;
(c)maintaining bank accounts;
(d)maintaining offices or agencies for the transfer, exchange, and registration of memberships or securities or maintaining trustees or depositaries with respect to those securities;
(e)selling through independent contractors;
(f)soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(g)creating or acquiring indebtedness, mortgages, and security interests in real or personal property;
(h)securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
(i)owning real or personal property:
(i)that is acquired incident to activities described in subsection (2)(h) if the property is disposed of within 5 years after the date of acquisition; or
(ii)that does not produce income or is not used in the performance of a corporate function;
(j)conducting an isolated transaction that is completed within 30 days and that is not a transaction in the course of repeated transactions of a similar nature; or
(k)transacting business in interstate commerce.
(3)The list of activities in subsection (2) is not exhaustive.