Montana Code 35-14-930. Conversion
35-14-930. Conversion. (1) By complying with 35-14-930 through 35-14-935, a domestic corporation may become:
Terms Used In Montana Code 35-14-930
- Conversion: means a transaction pursuant to 35-14-930 through 35-14-935. See Montana Code 35-14-901
- Converting entity: means the domestic corporation or eligible entity that approves a plan of conversion pursuant to 35-14-932 or the foreign eligible entity that approves a conversion pursuant to the organic law of the eligible entity. See Montana Code 35-14-901
- 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.
- 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.
- Person: includes a corporation or other entity as well as a natural person. See Montana Code 1-1-201
- 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
(a)a domestic eligible entity; or
(b)a foreign eligible entity if the conversion is permitted by the organic law of the foreign entity.
(2)By complying with 35-14-930 through 35-14-935 and applicable provisions of its organic law, a domestic eligible entity may become a domestic corporation. If procedures for the approval of a conversion are not provided by the organic law or organic rules of a domestic eligible entity, the conversion must be adopted and approved in the same manner as a merger of that eligible entity. If the organic law or organic rules of a domestic eligible entity do not provide procedures for the approval of either a conversion or a merger, a plan of conversion may nonetheless be adopted and approved by the unanimous consent of all the interest holders of the domestic eligible entity. In either case, the conversion may then be effected as otherwise provided in 35-14-930 through 35-14-935. For purposes of applying 35-14-930 through 35-14-935:
(a)the eligible entity and its members or interest holders, eligible interests, and organic rules taken together are considered a domestic business corporation and its shareholders, shares, and articles of incorporation, respectively and vice versa, as the context may require; and
(b)if the business and affairs of the eligible entity are managed by a person or persons that are not identical to the members or interest holders, the person or persons are considered the board of directors.
(3)By complying with the provisions of 35-14-930 through 35-14-935 applicable to foreign entities, a foreign eligible entity may become a domestic corporation if the organic law of the foreign eligible entity permits it to become a business corporation in another jurisdiction.
(4)If a protected agreement of a domestic converting corporation in effect immediately before the conversion becomes effective contains a provision applying to a merger of the corporation that is a converting entity and the agreement does not refer to a conversion of the corporation, the provision applies to a conversion of the corporation as if the conversion were a merger until the first time the provision is amended after the enactment date.