HOUSE BILL NO. 264
INTRODUCED BY D. WYATT
AN ACT GENERALLY REVISING BUSINESS LAWS; GENERALLY REVISING LAWS RELATING TO ASSUMED BUSINESS NAMES; GENERALLY REVISING CORPORATE LAW; ALLOWING PROXIES TO BE ESTABLISHED BY MEANS OTHER THAN BY WRITING; REQUIRING REGISTERED AGENTS TO MANIFEST CONSENT TO BEING A REGISTERED AGENT; REQUIRING ARTICLES OF DISSOLUTION TO INDICATE IF DISSOLUTION WAS ADOPTED WITHOUT SHAREHOLDER ACTION; CLARIFYING REQUIREMENTS FOR RESTATED ARTICLES OF INCORPORATION FOR NONPROFIT CORPORATIONS; GENERALLY REVISING LIMITED LIABILITY COMPANY LAWS; AMENDING SECTIONS 30-13-203, 30-13-207, 30-13-209, 30-13-210, 30-13-211, 35-1-308, 35-1-313, 35-1-525, 35-1-931, 35-1-933, 35-1-934, 35-1-1032, 35-1-1207, 35-2-226, 35-2-309, 35-8-103, 35-8-104, 35-8-202, 35-8-203, 35-12-505, AND 35-12-507, MCA; AND PROVIDING AN IMMEDIATE EFFECTIVE DATE.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MONTANA:
Section 1. Section 30-13-203, MCA, is amended to read:
"30-13-203. Application for registration of assumed business name. A person transacting business in this state under an assumed business name shall register with the secretary of state, on forms furnished by the secretary of state or by electronic means established by the board of review established in 30-16-302, an application for registration of the assumed business name, including but not limited to the following information:
(1) the name and address, including the street name and number, of applicant;
(2) the complete name of the proposed assumed business name;
(3) the date of first use, in commerce, of the proposed assumed business name; and
(4) a description of business transacted under the proposed assumed name; and.
(5) the name of county or counties in which business is being transacted."
Section 2. Section 30-13-207, MCA, is amended to read:
"30-13-207. Application for renewal of assumed business name. One original and one copy of an application for
renewal of registration of an assumed business name shall must be executed and delivered to the secretary of state. The
application shall must include but is not be limited to the following information:
(1) the complete assumed business name;
(2) the name and address, including street name and number, if any, of the applicant; and
(3) a description of business transacted; and.
(4) the name of the county or counties in which business is being transacted."
Section 3. Section 30-13-209, MCA, is amended to read:
"30-13-209. Amendment. An amendment to registration of an assumed business name must be filed with the secretary of state within 1 year after any one of the following events occurs:
(1) there is a change in the name or identity of the person or persons transacting or having interest in the business for which the name is registered;
(2) there is a change in the identity of the county or counties in which the name is or is intended to be used description
of the business transacted;
(3) a person having an interest in the business with a registered assumed business name withdraws from the business or dies; or
(4) the registrant wishes to change the name of a registered assumed business name."
Section 4. Section 30-13-210, MCA, is amended to read:
"30-13-210. Filing amendment to registration of assumed business name -- issuance of certificate. (1) One original and one copy of an amendment to the registration of an assumed business name must be delivered to the secretary of state. The application for amended registration of an assumed business name must include but is not limited to the following information:
(a) complete assumed business name prior to adoption of amendment;
(b) complete new assumed business name, if applicable;
(c) name and address of the registrant, including street name and number of the business office;
(d) if the name of any person having an interest in the business with a registered assumed business name is to be changed, the new name of the person having an interest in the business with the registered assumed business name;
(e) the name of the county or counties in which the name is being used;
(f) if there is a change in the identity of the county or counties or addition of a county or counties in which the assumed
business name is being used or is to be used, the name of the new county or counties;
(g)(e) if a person or persons having an interest in a business with a registered assumed name withdraws or dies, a
statement of that fact; and
(h)(f) a statement that the amended registration of assumed business name supersedes the original registration and all
amendments to the original registration.
(2) If the secretary of state finds that the application for amended registration of the assumed business name complies with this part, the secretary of state shall, when all fees have been paid as provided in this part:
(a) endorse on the original and the copy the word "filed" and the month, day, and year of the filing;
(b) file the original in the secretary of state's office; and
(c) issue a certificate of amendment, to which the secretary of state shall affix the copy.
(3) The certificate of amendment, together with the copy of the amendment required in subsection (1), must be returned to the registrant.
(4) The failure of the registrant of an assumed business name to comply with the requirements of this section results in the cancellation by the secretary of state of the registration."
Section 5. Section 30-13-211, MCA, is amended to read:
"30-13-211. Reservation of proposed assumed business name. Any authorized person who has not commenced
business but intends to commence business may reserve an assumed business name which that is not in conflict with the
provisions of 30-13-202 for a term of 120 days by delivering to the secretary of state, on forms furnished by the secretary of
state, an application for reservation of an assumed business name, including but not limited to the following information:
(1) the complete assumed business name to be reserved;
(2) the name and address, including street name and number, if any, of the applicant;
(3) the date the applicant intends to commence business; and
(4) a description of business the applicant intends to transact; and.
(5) the county or counties in which applicant intends to conduct business."
Section 6. Section 35-1-308, MCA, is amended to read:
"35-1-308. Corporate name. (1) A corporate name:
(a) must contain the word "corporation", "incorporated", "company", or "limited"; the abbreviation "corp.", "inc.", "co.", or "ltd."; or words or abbreviations of similar meaning in another language; and
(b) may not contain language that states or implies that the corporation is organized for a purpose or purposes other than those permitted by 35-1-114 and its articles of incorporation.
(2) Except as authorized by subsections (3) and (4), a corporate name must be distinguishable in the records of the secretary of state from:
(a) the corporate name of another corporation incorporated or authorized to transact business in this state;
(b) a corporate name reserved or registered under 35-1-309 or 35-1-311;
(c) the fictitious name adopted by a foreign corporation authorized to transact business in this state because its real name is unavailable;
(d) the corporate name of a not-for-profit corporation incorporated or authorized to transact business in this state;
(e) the corporate name of a domestic corporation that has dissolved, but only distinguishable for a period of 120 days after the effective date of its dissolution; and
(f) any assumed business name, limited partnership name, limited liability company name, trademark, or service mark registered or reserved with the secretary of state.
(3) A corporation may apply to the secretary of state for authorization to use a name that is not distinguishable in the secretary of state's records from one or more of the names described in subsection (2). The secretary of state shall authorize use of the name applied for if:
(a) the other corporation consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable in the records of the secretary of state from the name of the applying corporation; or
(b) the applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in the state.
(4) A corporation, limited liability company, or limited partnership may use the name, including the fictitious name, of another domestic or foreign corporation, limited liability company, or limited partnership that is used in this state if the other corporation, limited liability company, or limited partnership is incorporated or authorized to transact business in this state and the proposed user corporation, limited liability company, or limited partnership:
(a) has merged with the other corporation, limited liability company, or limited partnership;
(b) has been formed by reorganization of the other corporation, limited liability company, or limited partnership; or
(c) has acquired all or substantially all of the assets, including the corporate name, of the other corporation, limited liability company, or limited partnership; or
(d) has obtained written permission from the other corporation, limited liability company, or limited partnership for use of the name and has filed a copy of the grant of permission with the secretary of state.
(5) This chapter does not control the use of fictitious names."
Section 7. Section 35-1-313, MCA, is amended to read:
"35-1-313. Registered office -- registered agent. (1) Each corporation shall continuously maintain in this state:
(1)(a) a registered office that may but need not be the same as any of its places of business; and
(2)(b) a registered agent, who must be one of the following:
(a)(i) an individual who resides in this state and whose business office is identical to the registered office;
(b)(ii) a domestic corporation or not-for-profit domestic corporation whose business office is identical to the registered
office; or
(c)(iii) a foreign corporation or not-for-profit foreign corporation authorized to transact business in this state whose
business office is identical to the registered office.
(2) Unless the registered agent signed the document making the appointment, the appointment of a registered agent or a successor registered agent on whom process may be served is not effective until the agent delivers a statement in writing to the secretary of state accepting the appointment."
Section 8. Section 35-1-525, MCA, is amended to read:
"35-1-525. Proxies. (1) A shareholder may vote its the shareholder's shares in person or by proxy.
(2) (a) A shareholder may appoint a proxy to vote or otherwise act for that shareholder by:
(i) signing an appointment form, either personally or by attorney-in-fact; or
(ii) transmitting or authorizing the transmission of an appointment by telegram, cablegram, telephone, fax, e-mail, internet, or other means of electronic transmission, provided that the transmission contains sufficient information to demonstrate that the transmission was authorized by the shareholder.
(b) The secretary or other officer or agent that receives the transmission shall determine whether or not the transmission was authorized by the shareholder based on the information contained in the transmission.
(c) The signature provisions of 35-1-527 pertaining to proxies do not apply to transmissions that are determined to be authorized under the provisions of this subsection (2).
(3) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months unless a longer period is expressly provided in the appointment form or transmission.
(4) Except as provided in subsection (6), an appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:
(a) a pledgee;
(b) a person who purchased or agreed to purchase the shares;
(c) a creditor of the corporation who extended it credit under terms requiring the appointment;
(d) an employee of the corporation whose employment contract requires the appointment; or
(e) a party to a voting agreement created under 35-1-533.
(5) The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy's authority under the appointment.
(6) An appointment made irrevocable under subsection (4) is revoked when the interest with which it is coupled is extinguished.
(7) A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when the transferee acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.
(8) Subject to 35-1-526 and to any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.
(9) A shareholder may not sell his the shareholder's vote or issue a proxy to vote to any person for any sum of money or
anything of value except as authorized in 35-1-532 and this section."
Section 9. Section 35-1-931, MCA, is amended to read:
"35-1-931. Dissolution by incorporators or initial directors. A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the secretary of state, for filing, articles of dissolution that set forth:
(1) the name of the corporation;
(2) the date of its incorporation;
(3) either that none of the corporation's shares have been issued or that the corporation has not commenced business;
(4) that no any debt of the corporation remains does not remain unpaid;
(5) if issues shares were shared issued, that the net assets of the corporation remaining after winding up of the
corporation's business and affairs have been distributed to the shareholders; and
(6) that a majority of the incorporators or initial directors authorized the dissolution."
Section 10. Section 35-1-933, MCA, is amended to read:
"35-1-933. Articles of dissolution. (1)(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state, for filing, articles of dissolution setting forth:
(i) the name of the corporation;
(ii) the date dissolution was authorized; and
(iii) if the dissolution was adopted by the board of directors without shareholder action, a statement to the effect that shareholder action was not required; and
(iii)(iv) if dissolution was approved by the shareholders:
(A) the number of votes entitled to be cast on the proposal to dissolve; and
(B) either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval.
(b) If voting by voting groups is required, the information required by subsection (1)(a)(iii)(iv) must be separately
provided for each voting group entitled to vote separately on the plan to dissolve.
(2) A corporation is dissolved upon the effective date of its articles of dissolution."
Section 11. Section 35-1-934, MCA, is amended to read:
"35-1-934. Revocation of dissolution. (1) A corporation may revoke its dissolution within 120 days of the effective date of the articles of dissolution.
(2) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that
authorization permitted revocation by action of the board of directors alone, in which event the board of directors may
revoke the dissolution without shareholders' shareholder action.
(3) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state, for filing, articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:
(a) the name of the corporation;
(b) the effective date of the dissolution that was revoked;
(c) the date that the revocation of dissolution was authorized;
(d) if the corporation's board of directors or incorporators revoked the dissolution, a statement to that effect;
(e) if the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted on action by the board of directors alone pursuant to that authorization; and
(f) if shareholder action was required to revoke the dissolution, the information required by 35-1-933(1)(a)(iii)(iv) or
(1)(b).
(4) Unless a delayed effective date is specified, revocation of dissolution is effective when the articles of revocation of dissolution are filed.
(5) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred."
Section 12. Section 35-1-1032, MCA, is amended to read:
"35-1-1032. Registered office and registered agent of foreign corporation. (1) Each foreign corporation authorized
to transact business in this state must shall continuously maintain in this state:
(1)(a) a registered office that may be the same as any of its places of business; and
(2)(b) a registered agent who may be:
(a)(i) an individual who resides in this state and whose business office is identical with the registered office;
(b)(ii) a domestic corporation or not-for-profit domestic corporation whose business office is identical with the registered
office; or
(c)(iii) a foreign corporation or foreign not-for-profit corporation authorized to transact business in this state whose
business office is identical with the registered office.
(2) Unless the registered agent signed the document making the appointment, the appointment of a registered agent or a successor registered agent on whom process may be served is not effective until the agent delivers a statement in writing to the secretary of state accepting the appointment."
Section 13. Section 35-1-1207, MCA, is amended to read:
"35-1-1207. License fee. (1) In addition to the filing fee authorized by 35-1-1206, the secretary of state shall charge and
collect from each domestic corporation a license fee based upon the number of shares that it will have authority to issue or
the increase in the number of shares that it will have authority to issue, at the time of:
(a) filing its articles of incorporation;
(b) filing articles of amendment increasing the number of authorized shares; and
(c) filing articles of merger or consolidation increasing the number of authorized shares that the surviving or new corporation, if a domestic corporation, will have authority to issue above the aggregate number of shares that the constituent domestic corporations and constituent foreign corporations authorized to transact business in this state have authority to issue.
(2) The license fee for domestic corporations is as follows:
(a) 0 1 to 50,000 shares $ 50
(b) 50,000 50,001 to 100,000 shares 100
(c) 100,000 100,001 to 250,000 shares 250
(d) 250,000 250,001 to 500,000 shares 400
(e) 500,000 500,001 to 1,000,000 shares 600
(f) over 1,000,000 shares 1,000
(3) If the domestic corporation is increasing the number of authorized shares either by amendment or by merger, the domestic corporation shall pay the difference in license fee between the fee based on the initial number of authorized shares and the amended number of shares.
(4) In addition to the filing fee authorized by 35-1-1206, the secretary of state shall charge and collect from each foreign corporation a license fee of $100 at the time of filing an application for a certificate of authority to transact business."
Section 14. Section 35-2-226, MCA, is amended to read:
"35-2-226. Restated articles of incorporation. (1) A corporation's board of directors may restate its articles of incorporation at any time, with or without approval by members or any other person.
(2) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring approval by the members or any other person, it must be adopted as provided in 35-2-223.
(3) If the restatement includes an amendment requiring approval by members, the board must shall submit the
restatement to the members for their approval.
(4) If the board seeks to have the restatement approved by the members at a membership meeting, the corporation shall notify each of its members of the proposed membership meeting in writing in accordance with 35-2-530. The notice must also state that the purpose or one of the purposes of the meeting is to consider the proposed restatement and must contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change that the restatement would make in the articles.
(5) If the board seeks to have the restatement approved by the members by written ballot or written consent, the material soliciting the approval must contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles.
(6) A restatement requiring approval by the members must be approved by the same vote as an amendment to articles under 35-2-223.
(7) If the restatement includes an amendment that requires approval pursuant to 35-2-232, the board must shall submit
the restatement for this approval.
(8) A corporation that restates its articles shall deliver to the secretary of state, for filing, articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation, together with a certificate setting forth a statement of whether the restated articles were approved by the board, the members, or any other person and:
(a) whether the restatement contains an amendment to the articles requiring approval by the members or any other
person other than the board of directors and, if it does not, that the board of directors adopted the restatement; or
(b)(a) if the restatement contains an amendment to the articles requiring approval by the members, the information
required by 35-2-225; and
(c)(b) if the restatement contains an amendment to the articles requiring approval by a person whose approval is required
pursuant to 35-2-232, a statement that the approval was obtained; and
(c) if the restatement has an amendment that does not require member approval, a statement as to who approved the amendment, whether approval was made by the board or any other person.
(9) Adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.
(10) The secretary of state may certify restated articles of incorporation as the articles of incorporation currently in effect without including the certificate information required by subsection (8)."
Section 15. Section 35-2-309, MCA, is amended to read:
"35-2-309. Registered name and registered agent. (1) Each corporation shall continuously maintain in this state:
(1)(a) a registered office with the same address as that of the registered agent; and
(2)(b) a registered agent, who must be one of the following:
(a)(i) an individual who resides in this state and whose office is identical to the registered office;
(b)(ii) a domestic business or nonprofit corporation whose office is identical to the registered office; or
(c)(iii) a foreign business or nonprofit corporation authorized to transact business in this state whose office is identical to
the registered office.
(2) Unless the registered agent signed the document making the appointment, the appointment of a registered agent or a successor registered agent on whom process may be served is not effective until the agent delivers a statement in writing to the secretary of state accepting the appointment."
Section 16. Registered agent -- registered office. (1) A corporation sole organized under the provisions of this chapter shall maintain a corporate office in this state and shall appoint a resident registered agent.
(2) Unless the registered agent signed the document making the appointment, the appointment of a registered agent or a successor registered agent on whom process may be served is not effective until the agent delivers a statement in writing to the secretary of state accepting the appointment.
Section 17. Section 35-8-103, MCA, is amended to read:
"35-8-103. Name. (1) The name of each limited liability company as set forth in its articles of organization must contain the words "limited liability company" or "limited company" or the abbreviations "l.l.c.", "l.c.", "llc", or "lc". The word "limited" may be abbreviated as "ltd.", and the word "company" may be abbreviated as "co.".
(2) A limited liability company name must be distinguishable on the records of the secretary of state from:
(a) the name of any business corporation, nonprofit corporation, limited partnership, or limited liability company organized or reserved under the laws of this state;
(b) the name of any foreign business corporation, foreign nonprofit corporation, foreign limited partnership, or foreign limited liability company registered or qualified to do business in this state;
(c) any assumed business name, limited partnership name, trademark, service mark, or other name registered or reserved with the secretary of state; and
(d) the corporate name of a domestic corporation that has dissolved but only for a period of 120 days after the effective date of its dissolution.
(3) The use of the name of a limited liability company by another limited liability company or limited partnership is governed by 35-1-308.
(3)(4) Contests over names registered under this section are governed by 35-1-310."
Section 18. Section 35-8-104, MCA, is amended to read:
"35-8-104. Reservation of name. (1) The exclusive right to use a name may be reserved by:
(a) a person intending to organize a limited liability company and to adopt that name;
(b) a limited liability company or foreign limited liability company registered in this state that intends to adopt that name;
(c) a foreign limited liability company intending to register in this state and to adopt that name; or
(d) a person intending to organize a foreign limited liability company and to have it registered in this state and to adopt that name.
(2) The reservation must be made by filing with the secretary of state an application, executed by the applicant, to reserve a specified name. If the secretary of state finds that the name is available for use by a domestic or foreign limited liability company, the secretary of state shall reserve the name for the exclusive use of the applicant for a nonrenewable period of 120 days from the date the application is filed.
(3) The holder of a reserved limited liability company name may renew the reservation for successive periods of 120
days each from the date of renewal.
(4)(3) The right to the exclusive use of a reserved name may be transferred to another person by filing with the secretary
of state a notice of the transfer, executed by the applicant for whom the name was reserved, and by specifying the name to
be transferred and the name and address of the transferee. The transfer may not extend the term during which the name is
reserved."
Section 19. Registered name of foreign limited liability company -- registration renewal. (1) A foreign limited liability company may register its name or its name with any addition required by 35-8-103 if the name is distinguishable from names that are not available under 35-8-103(2).
(2) A foreign limited liability company shall register its name or its name with any addition required by 35-8-103 by delivering to the secretary of state for filing an application:
(a) setting forth:
(i) its name or its name with any addition required by 35-8-103;
(ii) the state or country where it was organized;
(iii) the date of its organization; and
(iv) a brief description of the nature of its business;
(b) accompanied by a certificate of existence or a similar document from the state or country where it was organized.
(3) The name, if accepted by the secretary of state, is registered for the applicant's exclusive use as of the date the application is filed with the secretary of state.
(4) A foreign limited liability company may annually renew its registration for successive years by delivering to the secretary of state a renewal application that complies with the requirements of subsection (2). The renewal application must be received by the secretary of state for filing between October 1 and December 31 of the year preceding the year for which a renewal is sought. The renewal is effective until December 31 of the following year.
(5) A foreign limited liability company has the right to use its registered name until the registration of the name is canceled as a result of it consenting to the use of the registered name by another business entity authorized to do business in this state or until the foreign limited liability company applies for and receives a certificate of authority to transact business in this state or it organizes as a domestic limited liability company in this state. A foreign limited liability company receiving a certificate of authority to transact business in this state or that organizes as a domestic limited liability company may use the canceled registered name as its business name.
Section 20. Section 35-8-202, MCA, is amended to read:
"35-8-202. Articles of organization. (1) The articles of organization must set forth:
(a) the name of the limited liability company that satisfies the requirements of 35-8-103;
(b) the latest date on which the limited liability company is to dissolve;
(c) the address of its principal place of business in this state and, if different, its registered office and the name and
address of its resident registered agent at the registered office in this state;
(d) a statement of whether the limited liability company is to be managed by a manager or by its members;
(e) (i) if the limited liability company is to be managed by a manager or managers, a statement that the company is to be managed in that fashion and the names and street addresses of managers who are to serve as managers until the first meeting of members or until their successors are elected;
(ii) if the management of a limited liability company is reserved to the members, the names and street addresses of the initial members;
(f) if the limited liability company is a professional limited liability company, a statement to that effect and a statement of the professional service or services it will render; and
(g) any other provision, not inconsistent with law, that the members elect to set out in the articles, including but not limited to a statement of whether there are limitations on the authority of members or management to bind the limited liability company.
(2) It is not necessary to set out in the articles of organization any of the powers enumerated in 35-8-107."
Section 21. Section 35-8-203, MCA, is amended to read:
"35-8-203. Amendment of articles of organization -- restatement. (1) The articles of organization of a limited liability company are amended by filing articles of amendment with the secretary of state. The articles of amendment must set forth:
(a) the name of the limited liability company;
(b) the date the articles of organization were filed; and
(c) the amendment to the articles of organization.
(2) The articles of organization may be amended as desired, so long as the amended articles of organization contain only provisions that may be lawfully contained in articles of organization at the time of making the amendment.
(3) Articles of organization may be restated at any time. Restated articles of organization must be filed with the secretary of state, must be specifically designated as such in the heading, and must state either in the heading or in an introductory paragraph the limited liability company's present name and, if it has been changed, all of its former names and the date of the filing of its articles of organization. Restated articles of organization supercede the original articles of organization and any previous amendments to the original articles of organization.
(4) An amendment to the articles of organization of a limited liability company must be in the form and manner designated by the secretary of state."
Section 22. Section 35-12-505, MCA, is amended to read:
"35-12-505. Name. (1) The name of each limited partnership as set forth in its certificate of limited partnership:
(1)(a) must contain the words "limited partnership", the abbreviation "l.p.", or the designation "lp";
(2)(b) may not contain the name of a limited partner unless:
(a)(i) it is also the name of a general partner; or
(b)(ii) the business of the limited partnership had been carried on under that name before the admission of that limited
partner;
(3)(c) must be distinguishable on the record from the name of any corporation, limited partnership, or limited liability
company organized under the laws of this state or licensed or registered as a foreign corporation or limited partnership in
this state.
(2) The use of a limited partnership's name by another corporation, limited partnership, or limited liability company is governed by 35-1-308."
Section 23. Section 35-12-507, MCA, is amended to read:
"35-12-507. Specified office and agent. Each limited partnership shall continuously maintain in this state:
(1) an office, which may but need not be a place of its business in this state, at which must be kept the records required to be maintained by 35-12-508; and
(2) an agent for service of process on the limited partnership, which agent must be an individual resident of this state, a domestic corporation, or a foreign corporation authorized to do business in this state.
(3) Unless the registered agent signed the document making the appointment, the appointment of a registered agent or a successor registered agent on whom process may be served is not effective until the agent delivers a statement in writing to the secretary of state accepting the appointment."
Section 24. Codification instruction. (1) [Section 16] is intended to be codified as an integral part of Title 35, chapter 3, part 2, and the provisions of Title 35, chapter 3, part 2, apply to [section 16].
(2) [Section 19] is intended to be codified as an integral part of Title 35, chapter 8, part 1, and the provisions of Title 35, chapter 8, part 1, apply to [section 19].
Section 25. Effective date. [This act] is effective on passage and approval.
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Sponsor names are handwritten on introduced bills, hence do not appear on the bill until it is reprinted. See the status of the bill for the bill's primary sponsor.
Status of this Bill | 1999 Session | Leg. Branch Home
This bill in WP 5.1 | All versions of all bills in WP 5.1
Prepared by Montana Legislative Services
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