Fill and Sign the Corey Stapleton Montana Secretary of State Montana Form

CORPORATE DISSOLUTIONMONTANAElectronic Version STATUTORY REFERENCE Montana Code Annotated - Title 35, Chapter 1, Part 9 - Dissolution and Liquidation SELECTED STATUTES A Montana corporation can be dissolved voluntarily or involuntarily (“judicial dissolution”). THIS FORM PACKAGE ADDRESSES ONLY VOLUNTARY DISSOLUTION. Selections from the Montana Code relevant to corporate dissolution are listed below. Portions of the text have been underlined by USLF. 35-1-931. Dissolution by incorporators or initial directors. A majority of the incorporators or initial directors of a corporation that has not issued share s or has not commenced business may dissolve the corporation by delivering to the secretary of sta te, for filing, articles of dissolution that set forth: (1) the name of the corporation; (2) the date of its incorporation; (3) either that none of the corporation's shares have been issued or that the corporation has not commenced business; (4) that any debt of the corporation does not remain unpaid; (5) if shares were issued, that the net assets of the corporation remaining after winding up of the corporation's business and affairs have been distributed to the shareholders; and (6) that a majority of the incorporators or initial directors authorized the dissolution. Note: If the above is your circumstance, use Form 1, only. You must also use form TAX-1 to obtain a Dissolution Certificate to include with Form 1 when filing Form 1 with the Sec of State. 35-1-932. Dissolution by board of directors and shareholders. (1) A corporation's board of directors may propose dissolution for submission to the shareholders. Use Form A, below, to resolve to dissolve the corporation. (2) For a proposal to dissolve to be adopted: (a) the board of directors shall recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and (b) the shareholders entitled to vote shall approve the proposal to dissolve as provided in subsection (5). (3) The board of directors may condition its submission of the proposal for dissolution on any basis. (4) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with 35-1-520. The notice must also state that the purpose or one of the purposes of the meeting is to consider dissolving the corporation. Use Form B, below, to notify shareholders. (5) Unless the articles of incorporation, or the board of directors acting pursuant to subsection (3), requires a greater vote or a vote by voting groups to be adopted, the proposal to dissolve must be approved by an affirmative vote of two-thirds, or a majority if authorized by subsection (6), of all the votes entitled to be cast on that proposal. (6) A majority of votes cast by the shareholders is sufficient to constitute approval by the corporation if a statement to that effect is included in the articles of incorporation but only if: (a) the statement is included in the articles of incorporation at the time the initial articles of incorporation were filed; or (b) the statement is included in an amendment to the articles of incorporati on approved by an affirmative vote of two-thirds of the votes entitled to be cast on the amendment pursuant to 35-1-227. USLF Note: If you are the sole shareholder, or if the sole shareholders are yourself and a frie nd or family member, then, providing you have discussed the matter with your fellow shareholder(s) and they all agree to dissolve the corporation, you need not use FORMS A and B. If, however, the re are more than a few shareholders, you must use FORMS A and B. 35-1-933. Articles of dissolution. (1) (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state, for filing, articles of dissolution setting forth: Use Form 2, below. You must also use form TAX-1 to obtain a Dissolution Certificate to include with Form 2 when filing Form 2 with the Secretary of State. (i) the name of the corporation; (ii) the date dissolution was authorized; (iii) if the dissolution was adopted by the board of directors without shareholder action, a statement to the effect that shareholder action was not required; and (iv) if dissolution was approved by the shareholders: (A) the number of votes entitled to be cast on the proposal to dissolve; and (B) either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval. (b) If voting by voting groups is required, the information required by subsection (1)(a)(iv) must be separately provided for each voting group entitled to vote separately on the pla n to dissolve. (2) A corporation is dissolved upon the effective date of its articles of dissolution. 35-1-935. Effect of dissolution. (1) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (a) collecting its assets; (b) disposing of its properties that will not be distributed in kind to its shareholders; (c) discharging or making provision for discharging its liabilities; (d) distributing its remaining property among its shareholders according to their interests; and (e) doing every other act necessary to wind up and liquidate its business and affairs. (2) Dissolution of a corporation does not: (a) transfer title to the corporation's property; (b) prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records; (c) subject its directors or officers to standards of conduct different from those prescribed in part 4; (d) change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers, or both; or change provisions for amending its bylaws; (e) prevent commencement of a proceeding by or against the corporation in its corporate name; (f) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; (g) terminate the authority of the registered agent of the corporation; or (h) discharge, abate, or forgive any tax liability of the corporation. 35-1-936. Known claims against dissolved corporation. (1) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. (2) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after the effective date of the dissolution. Use Form 3, below. The written notice must: (a) describe information that must be included in a claim; (b) provide a mailing address where a claim may be sent; (c) state the deadline, which may not be less than 120 days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and (d) state that the claim will be barred if not received by the deadline. (3) A claim against the dissolved corporation is barred: (a) if a claimant who was given written notice under subsection (1) does not deliver t he claim to the dissolved corporation by the deadline; or (b) if a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days from the effective dat e of the rejection notice. (4) For purposes of this section, "claim" does not include a contingent liability or a cl aim based on an event occurring after the effective date of the dissolution. Note: Your corporation may of course simply pay off all of its debts and not use Forms 3 and 4. 35-1-937. Unknown claims against dissolved corporation. (1) Subject to 35-1-936, the dissolution of a corporation, including by the expiration of its term, does not take away or impair any remedy available to or against the corpora tion or its officers, directors, or shareholders for any claim or right, whether or not the claim or right existed or accrued prior to dissolution. A proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The shareholders, directors, and officers have power to take corporate or other action as appropriate to protect the reme dy, right, or claim. (2) A claim may be enforced under 35-1-936 or this section: (a) against the dissolved corporation, to the extent of the undistributed assets; or (b) if the assets have been distributed in liquidation, against a shareholder of the dissol ved corporation to the extent of the shareholder's pro rata share of the claim or the corporat e assets distributed to the shareholder in liquidation, whichever is less, but a shareholder's total l iability for all claims under this section may not exceed the total amount of assets dist ributed to the shareholder. (3) Subsections (1) and (2) apply to foreign corporations and their shareholders transacting business in this state for any claims otherwise arising or accruing under Montana law. Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm STEPS AND GUIDELINES TO DISSOLVE AMONTANA CORPORATION SPECIAL INSTRUCTION on “Form TAX-1” You must use Form TAX-1, the “Tax Certificate Request ” to obtain a Dissolution Certificate from the Department of Revenue. You must include this Dissolution Certificate with either Form 1, or Form 2 (whichever one you are filing based on your situation), in order to show that all tax matters involving the corporation have been property concluded. Download form TAX-1 by clicking on the following link, or copying (or typing) the link into the address window of your web browser. http://www.uslegalforms.com/incorporation/MT/MT-Diss-tax.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. Step 1: If the corporation has not commenced business or has not issued shares of stock, use Form 1. No other forms need be used. Follow the directions on the page immediately preceding Form 1, and the directions on Form 1 itself. If, however, the corporation has issued shares of stock and commenced business, go to Step 2. Step 2: If the corporation has issued shares of stock and commenced business, the Board of Directors of the corporation must pass a resolution proposing dissolution. Use Form A, “Resolution of Directors.” A shareholder meeting must then be called to vote on this resolution. A notice must be sent to every shareholder, regardless of whether or not they are entitled to vote. Use Form B, “Notice of Special Meeting.” At the meeting, all shareholders entitled to vote must approve or reject the resolution to dissolve by vote by a two-thirds majority (or according the rules of the corporation’s by-laws). If approved, go to Step 3. USLF Note: If you are the sole shareholder, or if the sole shareholders are yourself and a frie nd or family member, then, providing you have discussed the matter with your fellow shareholder(s) and they all agree to dissolve the corporation, you need not use FORMS A and B. If, however, the re are more than a few shareholders, you must use FORMS A and B. Step 3: Complete Form 2 and mail to the Secretary of State with the filing fee. Use Form 3 to notify any creditors to make claims. Use Form 4 to reject claims if applicable. Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm FORM A RESOLUTION OF DIRECTORS RESOLUTION OF THE DIRECTORSOF ________________________________________ Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the Dire ctors of _______________________________________, a Montana corporation, upon motion duly made and seconded, the following resolution was adopted by a majority of the Directors present in person entitled to vote thereon: RESOLVED by the Directors of the Corporation as follows: That all appropriate steps be taken to dissolve the corporation forthwith. Dated this the ______ day of _____________________________, 20___. _____________________________________ Director _____________________________________ Director _____________________________________ Director Attest:_____________________________________ Secretary FORM B NOTICE OF SPECIAL MEETING NOTICE OF SPECIAL MEETING OF STOCKHOLDERSOF ________________________________________ Pursuant to the By-Laws of the Corporation, a special meeting of the Shareholders of______________________________, a Montana corporation, is called for the ______ day of ____________, 20__, at ______ ___.m., to be held at the following address: _________________________________________________________________________________________________________________________________ The Purpose of the meeting is to seek shareholder approval of the Resolution to Dissolve Corporation heretofore adopted by the Board of Directors. This Notice given on this the _________ day of ___________, 20___, by the Secretary of the Corporation at the direction of the Board of Directors, by mailing a true and correct c opy of this Notice to the address of each shareholder on the records of the Corporation at least 10 days prior to such special meeting. __________________________ Secretary FORM 1Instructions Form 1 is for use ONLY if the corporation has not commenced business or has not issued any shares. A majority of the initial Incorporators or a majority of the initial Directors must authorize the dissolution. The original and copy must then be delivered to the Secretary of State. The filing fee of $15.00 must be included. Add $20.00 for “priority” handling, if desired. REMEMBER TO INCLUDE YOUR DISSOLUTION CERTIFICATE. The Secretary of State will approve the document, file the original, and send you an acknowledgment copy. Click on this link to download Form 1: http://www.uslegalforms.com/incorporation/MT/MT-Diss-initial.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. FORM 2Instructions Form 2 is for use if the corporation has issued shares and commenced business. The original and copy must then be delivered to the Secretary of State. The filing fee of $15.00 must be included. Add $20.00 for “priority” handling, if desired. Two-thirds of the shareholders entitled to vote must approve the dissolution (under normal circumstances-- see, §35-1-932 in the Selected Statutes section, above, for details). REMEMBER TO INCLUDE YOUR DISSOLUTION CERTIFICATE. The Secretary of State will approve the document, file the original, and send you an acknowledgment copy. Click on this link to download Form 2: http://www.uslegalforms.com/incorporation/MT/MT-Diss.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. FORM 3 NOTICE OF DISSOLUTION AND REQUEST FOR CLAIMS Mail form to each claimant. NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION AND A REQUEST FOR CLAIMS Notice is given that a Certificate of Dissolution to dissolve ______________________________, a Montana corporation with its office at _________________________________________, has been filed with the Secretary of State in accordance with the laws of Montana. The corporation requests that all Claimants against the corporation provide written proof of their claims to the corporation at the following address:____________________________________ ____________________________________________________________________________________________________________ All claims must be in writing and must contain sufficient information reasonably to inform the corporation of the identity of the claimant and the substance of the claim, including: __________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ All claims must be received by _________________________________________ (this date can be no earlier than 120 days from the date of this notice). All claims will be barre d if not received by this date. The corporation may make distributions to other claimants and shareholders or other pe rsons without further notice. DATE OF NOTICE: ______________________________ BY: _________________________________________ Name and Title FORM 4 NOTICE OF REJECTION OF CLAIM NOTICE OF REJECTION OF CLAIM You are hereby notified that on the _____day of _____________________________, 20 _____, that ______________________________________, a Montana corporation, rejected all or part of the claim you submitted to the corporation. _____ALL OF YOUR CLAIM WAS REJECTED. _____A PORTION OF YOUR CLAIM WAS REJECTED. The part of your claim that was rejected is: ____________________________________________________________________________________________________________________________________________________________ That part of your claim which is rejected will be barred if an action, suit, or proceeding i s not commenced within 90 days of the date of this rejection. Name of Corporation: ___________________________________________________________ By: __________________________________________________________________________ Title: ___________________________________ Date: _______________________________