Montana Code Annotated 2023



Part 14. Dissolution

Procedure For And Effect Of Administrative Dissolution

35-14-1421. Procedure for and effect of administrative dissolution. (1) On or before September 1 of each year, the secretary of state shall compile a list of corporations for which one or more grounds exist under 35-14-1420 for dissolving a corporation, and the secretary of state shall serve the corporation with written notice of the determination under 35-14-504.

(2) The notice must specify the grounds for the proposed dissolution and state that unless the grounds for dissolution have been rectified within 90 days following the delivery or publication of notice:

(a) the secretary of state will dissolve the corporation; and

(b) the corporations will forfeit its right to carry on business within the state.

(3) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within 90 days after service of the notice, the secretary of state shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the corporation under 35-14-504.

(4) A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under 35-14-1405 and notify claimants under 35-14-1406 and 35-14-1407.

(5) The administrative dissolution of a corporation does not terminate the authority of its registered agent.

History: En. Sec. 194, Ch. 271, L. 2019.