Montana Code 35-14-920. Domestication
35-14-920. Domestication. (1) By complying with the provisions of 35-14-920 through 35-14-924 applicable to foreign corporations, a foreign corporation may become a domestic corporation if the domestication is permitted by the organic law of the foreign corporation.
Terms Used In Montana Code 35-14-920
- 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.
- Dependent: A person dependent for support upon another.
- Domesticated corporation: means the domesticating corporation as it continues in existence after a domestication. See Montana Code 35-14-901
- Domesticating corporation: means the domestic corporation that approves a plan of domestication pursuant to 35-14-921 or the foreign corporation that approves a domestication pursuant to the organic law of the foreign corporation. See Montana Code 35-14-901
- Domestication: means a transaction pursuant to 35-14-920 through 35-14-924. See Montana Code 35-14-901
- enactment date: means the earliest date on which the laws of this state authorized a transaction having the effect of a domestication or a conversion, as applicable. See Montana Code 35-14-901
- 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.
- Property: means real and personal property. See Montana Code 1-1-205
- Protected agreement: means :
(a)a document evidencing indebtedness of a domestic corporation or eligible entity and any related agreement in effect immediately before the enactment date;
(b)an agreement that is binding on a domestic corporation or eligible entity immediately before the enactment date;
(c)the articles of incorporation or bylaws of a domestic corporation or the organic rules of a domestic eligible entity, in each case in effect immediately before the enactment date; or
(d)an agreement that is binding on any of the shareholders, members, interest holders, directors, or other governors of a domestic corporation or eligible entity, in their official capacities, immediately before the enactment date. See Montana Code 35-14-901
(2)By complying with the provisions of 35-14-920 through 35-14-924, a domestic corporation may become a foreign corporation pursuant to a plan of domestication if the domestication is permitted by the organic law of the foreign corporation.
(3)The plan of domestication must include:
(a)the name of the domesticating corporation;
(b)the name and jurisdiction of formation of the domesticated corporation;
(c)the manner and basis of reclassifying the shares of the domesticating corporation into shares or other securities, obligations, rights to acquire shares or other securities, cash, other property, or any combination;
(d)the proposed articles of incorporation and bylaws of the domesticated corporation; and
(e)the other terms and conditions of the domestication.
(4)In addition to the requirements of subsection (3), a plan of domestication may contain any other provision not prohibited by law.
(5)The terms of a plan of domestication may be made dependent on facts objectively ascertainable outside the plan in accordance with 35-14-120(11).
(6)If a protected agreement of a domestic domesticating corporation in effect immediately before the domestication becomes effective contains a provision applying to a merger of the corporation and the agreement does not refer to a domestication of the corporation, the provision applies to a domestication of the corporation as if the domestication were a merger until the first time the provision is amended after the enactment date.