Montana Code 35-2-119. Filing requirements
35-2-119. Filing requirements. All of the following requirements must be met before a document may be filed under this section by the secretary of state:
Terms Used In Montana Code 35-2-119
- board of directors: means the board of directors except that a person or group of persons is not the board of directors because of powers delegated to that person or group pursuant to 35-2-414. See Montana Code 35-2-114
- 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.
- Corporation: means a public benefit corporation, mutual benefit corporation, or religious corporation. See Montana Code 35-2-114
- Directors: means individuals:
(a)designated in the articles or bylaws or elected by the incorporators and their successors; and
(b)elected or appointed by any other name or title to act as members of the board. See Montana Code 35-2-114
- Electronic: means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. See Montana Code 35-2-114
- Entity: includes :
(a)a corporation and foreign corporation;
(b)a business corporation and foreign business corporation;
(c)a profit and nonprofit unincorporated association;
(d)a corporation sole;
(e)a business trust, an estate, a partnership, a trust, and two or more persons having a joint or common economic interest; and
(f)a state, the United States, and a foreign government. See Montana Code 35-2-114
- Fiduciary: A trustee, executor, or administrator.
- filing: means filed in the office of the secretary of state. See Montana Code 35-2-114
- Individual: includes the estate of an incompetent individual. See Montana Code 35-2-114
- Person: includes any individual or entity. See Montana Code 35-2-114
- Presiding officer: A majority-party Senator who presides over the Senate and is charged with maintaining order and decorum, recognizing Members to speak, and interpreting the Senate's rules, practices and precedents.
- Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Montana Code 35-2-114
- Secretary: means the corporate officer to whom the board of directors has delegated responsibility under 35-2-439(2) for custody of the minutes of the directors' and members' meetings and for authenticating the records of the corporation. See Montana Code 35-2-114
- 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
- Trustee: A person or institution holding and administering property in trust.
(1)A document that is required or permitted by this chapter to be filed in the office of the secretary of state must satisfy the requirements of this section and of any other section that adds to or varies these requirements.
(2)The document must contain the information required by this chapter. The document may contain other information as well.
(3)The document must be typewritten or printed unless an electronic form is allowed by the secretary of state.
(4)The document must be in the English language. However, a corporate name does not need to be in English if it is written in English letters or Arabic or Roman numerals.
(5)(a) Except as provided in subsection (5)(b), the document must be executed:
(i)by the presiding officer of the corporation‘s board of directors, its president, or another of its officers;
(ii)if directors have not been selected or the corporation has not been formed, by an incorporator; or
(iii)if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.
(b)(i) A corporation’s annual report may be executed as provided in subsection (5)(a) or by the corporation’s authorized agent.
(ii)For the purposes of this subsection (5)(b), “authorized agent” means any individual granted permission by an entity to execute a document on behalf of the entity. The entity is responsible for maintaining a record of the permission granted to an authorized agent.
(6)The person executing the document shall sign the document and state beneath or opposite the signature the person’s name and the capacity in which the person signs. The document may but does not need to contain the corporate seal, an attestation by the secretary or an assistant secretary, or an acknowledgment, verification, or proof.
(7)The document must be in or on the prescribed form if the secretary of state has prescribed a mandatory form for a document under 35-2-1108.
(8)Except as provided in 33-3-601, the document must be delivered to the office of the secretary of state for filing and must be accompanied by:
(a)the correct filing fee; and
(b)any franchise tax, license fee, or penalty required by this chapter, rules promulgated under this chapter, or other law.