Montana Code 35-4-301. Issuance and transfer of shares
35-4-301. Issuance and transfer of shares. (1) Except as provided in 37-50-330, a professional corporation may issue shares, fractional shares, and rights or options to purchase shares only to:
Terms Used In Montana Code 35-4-301
- 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.
- Disqualified person: means any natural person, corporation, partnership, fiduciary, trust, association, government agency, or other entity that for any reason is or becomes ineligible under this chapter to own shares issued by a professional corporation. See Montana Code 35-4-109
- Licensing authority: means an officer, board, agency, court, or other authority in this state that has the power to issue a license or other legal authorization to render a professional service. See Montana Code 35-4-109
- Person: includes a corporation or other entity as well as a natural person. See Montana Code 1-1-201
- Professional service: means any service that may lawfully be rendered only by persons licensed under a licensing law of this state and that may not lawfully be rendered by a corporation organized under the Montana Business Corporation Act. See Montana Code 35-4-109
- 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
- United States: includes the District of Columbia and the territories. See Montana Code 1-1-201
(a)natural persons authorized by law of this or any other state, a territory of the United States, or the District of Columbia to render a professional service permitted by the articles of incorporation of the corporation;
(b)general partnerships in which all the partners are authorized by law of this or any other state, a territory of the United States, or the District of Columbia to render a professional service permitted by the articles of incorporation and in which at least one partner is authorized by law in this state to render a professional service permitted by the articles of incorporation of the corporation; and
(c)professional corporations, domestic or foreign, authorized by law in this state to render a professional service permitted by the articles of incorporation of the corporation.
(2)The licensing authority may by rule further restrict or condition the issuance of shares in order to preserve ethical standards, but the rule may not cause a person holding shares at the time the rule becomes effective to become a disqualified person.
(3)A shareholder of a professional corporation may transfer or pledge shares, fractional shares, and rights or options to purchase shares of the corporation only to natural persons, general partnerships, and professional corporations qualified to hold shares issued directly to them by the corporation. This subsection does not prohibit the transfer of shares of a professional corporation by operation of law or court decree.
(4)Each certificate representing shares of a professional corporation must state conspicuously upon its face that the shares are subject to restrictions on transfer imposed by this chapter and to restrictions on transfer imposed by the licensing authority pursuant to this chapter.
(5)Any issuance or transfer of shares in violation of this section or a rule promulgated under this section is void.