35-14-128. Certificate of existence or registration. (1) Any person may apply to the secretary of state to furnish a certificate of existence for a domestic corporation or a certificate of registration for a foreign corporation.

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Terms Used In Montana Code 35-14-128

  • 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.
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Person: includes a corporation or other entity as well as a natural person. See Montana Code 1-1-201
  • 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

(2)A certificate of existence sets forth:

(a)the domestic corporation’s corporate name;

(b)that the domestic corporation is duly incorporated under the law of this state, the date of its incorporation, and the period of its duration if less than perpetual;

(c)that all fees, taxes, and penalties owed to this state have been paid if:

(i)payment is reflected in the records of the secretary of state; and

(ii)nonpayment affects the existence of the domestic corporation;

(d)that its most recent annual report required by 35-14-1621 has been filed with the secretary of state;

(e)that articles of dissolution have not been filed;

(f)that the corporation is not administratively dissolved and a proceeding is not pending under 35-14-1421; and

(g)other facts of record in the office of the secretary of state that may be requested by the applicant.

(3)A certificate of registration sets forth:

(a)the foreign corporation’s name used in this state;

(b)that the foreign corporation is registered to do business in this state;

(c)that all fees, taxes, and penalties owed to this state have been paid if:

(i)payment is reflected in the records of the secretary of state; and

(ii)nonpayment affects the registration of the foreign corporation;

(d)that its most recent annual report required by 35-14-1621 has been filed with the secretary of state; and

(e)other facts of record in the office of the secretary of state that may be requested by the applicant.

(4)Subject to any qualification stated in the certificate, a certificate of existence or registration issued by the secretary of state may be relied on as conclusive evidence of the facts stated in the certificate.