Terms Used In Montana Code > Title 35 > Chapter 12 > Part 15 - Conversion

• Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
• Constituent limited partnership: means a constituent organization that is a limited partnership. See Montana Code 35-12-1501
• Constituent organization: means an organization that is party to a merger. See Montana Code 35-12-1501
• Converted organization: means the organization into which a converting organization converts pursuant to 35-12-1502 through 35-12-1505. See Montana Code 35-12-1501
• Converting limited partnership: means a converting organization that is a limited partnership. See Montana Code 35-12-1501
• Converting organization: means an organization that converts into another organization pursuant to 35-12-1502. See Montana Code 35-12-1501
• 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.
• General partner: means a general partner of a limited partnership. See Montana Code 35-12-1501
• Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
• Organization: means a general partnership, including a limited liability partnership; a limited partnership, including a limited liability limited partnership; a limited liability company; a business trust; a corporation; or any other person having a governing statute. See Montana Code 35-12-1501
• Organizational document: means :

  (a)for a domestic or foreign general partnership, its partnership agreement;

  (b)for a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement;

  (c)for a domestic or foreign limited liability company, its articles of organization and operating agreement or comparable records as provided in its governing statute;

  (d)for a business trust, its agreement of trust and declaration of trust;

  (e)for a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and other agreements among its shareholders that are authorized by its governing statute or comparable records as provided in its governing statute; and

  (f)for any other organization, the basic records that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it. See Montana Code 35-12-1501

• Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
• Person: includes a corporation or other entity as well as a natural person. See Montana Code 1-1-201
• Personal liability: means personal liability for a debt, liability, or other obligation of an organization that is imposed on a person that co-owns, has an interest in, or is a member of the organization:

  (a)by the organization's governing statute solely by reason of the person co-owning, having an interest in, or being a member of the organization; or

  (b)by the organization's organizational documents under a provision of the organization's governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, liabilities, and other obligations of the organization solely by reason of the person or persons co-owning, having an interest in, or being a member of the organization. See Montana Code 35-12-1501

• Property: means real and personal property. See Montana Code 1-1-205
• Service of process: The service of writs or summonses to the appropriate party.
• 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
• Statute: A law passed by a legislature.
• Surviving organization: means an organization into which one or more other organizations are merged. See Montana Code 35-12-1501