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SENATE BILL NO. 84
INTRODUCED BY M. HALLIGAN
BY REQUEST OF THE DEPARTMENT OF REVENUE
AN ACT PROVIDING FOR THE ISSUANCE OF A CORPORATE DISSOLUTION OR WITHDRAWAL CERTIFICATE VERIFYING THAT A CORPORATION HAS FILED ALL RETURNS AND PAID ALL TAXES CURRENTLY OWING TO THE STATE OF MONTANA PRIOR TO VOLUNTARY DISSOLUTION OR WITHDRAWAL; CLARIFYING THAT CORPORATE DISSOLUTION DOES NOT RELIEVE A CORPORATION OF ITS TAX LIABILITIES; AMENDING SECTIONS 15-31-143, 15-31-552, 35-1-935, AND 35-1-944, MCA; AND PROVIDING AN IMMEDIATE EFFECTIVE DATE.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MONTANA:
Section 1. Section 15-31-143, MCA, is amended to read:
"15-31-143. Return and payment on corporate dissolution. (1)
It is hereby declared that the policy of the state of
Montana, both at the time of the enactment of the corporation license tax law and at all times since, has been and still is that
every Each corporation doing business in Montana shall pay an excise tax for the exercise of such that privilege, and that the
amount of such the excise tax shall must be based upon the total taxable net income of such corporations a corporation
during the entire period of time they are that it is engaged in business in this state. No remission of that obligation for the last
year in which a corporation engages in business in Montana was intended by the original enactment of this section.
Therefore, every Each corporation which shall be that is dissolved or cease ceases to do business in Montana at any
time during any year shall, before such upon the dissolution or cessation of business, make a return and pay the corporation
license tax determined on the basis of its net income for the final period in which it did business in this state at the rate
provided in 15-31-121 and 15-31-122, in addition to all other corporation license taxes for which such the corporation may
then be liable."
Section 2. Section 15-31-552, MCA, is amended to read:
"15-31-552. Corporation license dissolution or withdrawal certificates and tax clearance certificates furnished.
Upon For purposes of voluntary withdrawal or dissolution as set forth in section 35-1-944, upon request of a
corporation, the department of revenue may furnish to it a dissolution or withdrawal certificate to the effect that all taxes
have been paid, that a return has been filed, and that all information has been supplied as required by the provisions of this
chapter verifying that the corporation has filed all applicable returns and has paid all taxes owing the state up to the date of
the request for dissolution or withdrawal.
(2) Upon final withdrawal or dissolution, the department may furnish to a corporation a tax clearance certificate verifying that the corporation has filed all applicable returns and that all taxes have been paid through and including the corporation's final year of existence in Montana."
Section 3. Section 35-1-935, MCA, is amended to read:
"35-1-935. Effect of dissolution. (1) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:
(a) collecting its assets;
(b) disposing of its properties that will not be distributed in kind to its shareholders;
(c) discharging or making provision for discharging its liabilities;
(d) distributing its remaining property among its shareholders according to their interests; and
(e) doing every other act necessary to wind up and liquidate its business and affairs.
(2) Dissolution of a corporation does not:
(a) transfer title to the corporation's property;
(b) prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;
(c) subject its directors or officers to standards of conduct different from those prescribed in part 4;
(d) change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers, or both; or change provisions for amending its bylaws;
(e) prevent commencement of a proceeding by or against the corporation in its corporate name;
(f) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution;
(g) terminate the authority of the registered agent of the corporation; or
(h) discharge, abate, or forgive any tax liability of the corporation."
Section 4. Section 35-1-944, MCA, is amended to read:
tax clearance dissolution or withdrawal certificate. No A decree of voluntary dissolution shall may
not be made and entered by any a court, nor shall the clerk of the district court of any a county or secretary of state file any
such a voluntary dissolution decree or file any other document by which the term of existence of any a corporation is
terminated, except a decree of involuntary dissolution in an action brought by the secretary of state , nor shall the. The
secretary of state may not file any an application for a certificate of withdrawal by a foreign corporation of its right to do
intrastate business in the state unless the corporation obtains from the department of revenue and files with said the court,
clerk of the district court, or secretary of state, as part of the original instrument effecting the dissolution or withdrawal, a
dissolution or withdrawal certificate to the effect the department of revenue is satisfied from the available evidence that all
taxes imposed by Title 15 have been paid issued pursuant to 15-31-552(1) verifying that the corporation has filed all
applicable returns and has paid all taxes owing the state up to the date of the request for dissolution or withdrawal. The
issuance of the dissolution or withdrawal certificate or tax clearance certificate shall does not relieve the corporation from
liability for any taxes, penalties, or interest due the state of Montana including taxes, penalties, or interest incurred after the
date of dissolution."
Section 5. Effective date. [This act] is effective on passage and approval.
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Latest Version of SB 84 (SB0084.ENR)
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