SENATE BILL NO. 358

INTRODUCED BY M. COLE

A BILL FOR AN ACT ENTITLED: "AN ACT REQUIRING ADDITIONAL REPORTING REQUIREMENTS FOR PUBLIC BENEFIT CORPORATIONS; AMENDING SECTIONS 35-2-832 AND 35-2-1108, MCA; AND PROVIDING AN EFFECTIVE DATE."

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MONTANA:

NEW SECTION. Section 1. Additional reporting requirements for public benefit corporations. In addition to the annual report required under 35-2-904, a public benefit corporation that is a domestic corporation or that is a foreign corporation transacting business in the state and that received an aggregate of $5,000 or more from other corporations during the corporation's calendar year shall file with the secretary of state by April 15 of each year, on forms provided by the secretary of state, a report that lists all payments received by the public benefit corporation from other corporations or from a third person transmitting the payments from other corporations. The list must include the full name and address of the principal office of each of the other corporations that made the payments, the amount of the payments, and the purpose of the payments. The report required in this section may be included in the annual report required under 35-2-904.

Section 2. Section 35-2-832, MCA, is amended to read:

"35-2-832. Grounds for revocation. (1) The secretary of state may commence a proceeding under 35-2-833 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:

(a) the foreign corporation does not deliver the annual report or the report required in [section 1] to the secretary of state within 90 days after it is due;

(b) the foreign corporation does not pay within 90 days after they are due any franchise taxes or penalties imposed by this chapter or other law;

(c) the foreign corporation is without a registered agent or registered office in this state for 90 days or more;

(d) the foreign corporation does not inform the secretary of state under 35-2-828 or 35-2-829 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued, within 90 days of the change, resignation, or discontinuance;

(e) an incorporator, director, officer, or agent of the foreign corporation signed a document that the person knew was false in any material respect, with the intent that the document be delivered to the secretary of state for filing; or

(f) the secretary of state receives an authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated, which certificate states that the foreign corporation has been dissolved or disappeared as the result of a merger.

(2) The attorney general may commence a proceeding under 35-2-833 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:

(a) the corporation has continued to exceed or abuse the authority conferred upon it by law;

(b) the corporation is designated as a foreign public benefit corporation and its corporation assets in this state are being misapplied or wasted; or

(c) the corporation is designated as a foreign public benefit corporation and it is no longer able to carry out its purpose."

Section 3. Section 35-2-1108, MCA, is amended to read:

"35-2-1108. Forms. (1) The secretary of state may by rule prescribe and furnish on request forms or computer formats for:

(a) an application for a certificate of existence;

(b) a foreign corporation's application for a certificate of authority to transact business in this state;

(c) a foreign corporation's application for a certificate of withdrawal;

(d) the annual report;

(e) the report required in [section 1]; and

(f) other documents required or permitted to be filed by this chapter.

(2) If the secretary of state requires, use of any of the forms or formats listed in subsection (1) is mandatory.

(3) The secretary of state may by rule prescribe and furnish on request forms or computer formats for other documents required or permitted to be filed by this chapter, but their use is not mandatory."

NEW SECTION. Section 4. Codification instruction. [Section 1] is intended to be codified as an integral part of Title 35, chapter 9, and the provisions of Title 35, chapter 9, apply to [section 1].

NEW SECTION. Section 5. Effective date. [This act] is effective July 1, 1999.

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