Montana Code 35-2-728. Grounds for judicial dissolution
35-2-728. Grounds for judicial dissolution. (1) The district court may dissolve a corporation:
Terms Used In Montana Code 35-2-728
- articles: include amended and restated articles of incorporation and articles of merger. See Montana Code 35-2-114
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Bylaws: means the code, codes, or rules, other than the articles, adopted pursuant to this chapter for the regulation or management of the affairs of the corporation, regardless of the name or names by which the code, codes, or rules are designated. 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
- Fraud: Intentional deception resulting in injury to another.
- in writing: means :
(a)with respect to internal communications, any record in tangible or electronic form or any form allowed under Title 30, chapter 18, part 1; and
(b)with respect to external communications, tangible records or any form authorized by the external party. See Montana Code 35-2-114
- Mutual benefit corporation: means a domestic corporation designated as a mutual benefit corporation. See Montana Code 35-2-114
- Person: includes any individual or entity. See Montana Code 35-2-114
- Proceeding: includes a civil suit and a criminal, administrative, and investigatory action. See Montana Code 35-2-114
- Public benefit corporation: means a domestic corporation designated as a public benefit corporation. See Montana Code 35-2-114
- Religious corporation: means a domestic corporation designated as a religious corporation. See Montana Code 35-2-114
- voting: includes but is not limited to the giving of consent in the form of a record provided electronically or by written ballot and written consent. See Montana Code 35-2-114
- Voting power: means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made. See Montana Code 35-2-114
(a)in a proceeding by the attorney general if it is established that:
(i)the corporation obtained its articles of incorporation through fraud;
(ii)the corporation has continued to exceed or abuse the authority conferred upon it by law;
(iii)the corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or
(iv)the corporation is a public benefit corporation and is no longer able to carry out its purposes;
(b)in a proceeding by 50 members or members holding 5% of the voting power, whichever is less, or by a director or any person specified in the articles, except as provided in the articles or bylaws of a religious corporation, if it is established that:
(i)the directors are deadlocked in the management of the corporate affairs and the members, if any, are unable to breach the deadlock;
(ii)the directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;
(iii)the members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have or would otherwise have expired;
(iv)the corporate assets are being misapplied or wasted; or
(v)the corporation is a public benefit corporation or religious corporation and is no longer able to carry out its purposes;
(c)in a proceeding by a creditor if it is established that:
(i)the creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or
(ii)the corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent; or
(d)in a proceeding by the corporation to have its voluntary dissolution continued under court supervision.
(2)Prior to dissolving a corporation, the court shall consider whether:
(a)there are reasonable alternatives to dissolution;
(b)dissolution is in the public interest, if the corporation is a public benefit corporation; and
(c)dissolution is the best way of protecting the interests of members if the corporation is a mutual benefit corporation.