Corporation Sole Statutes: Montana

Corporation Sole Statutes

Montana Corporation Sole Statute

Mont. Code. Ann. § 35-3-101. Short title.

This chapter shall be known and may be cited as the “Montana Religious Corporation Sole Act”.

Credits

Enacted by Laws 1967, ch. 301, § 1; Revised Code of Montana 1947, 15-2401.

MCA 35-3-101, MT ST 35-3-101

Current through the 2013 Session, and the 2014 general election. Court Rules in the Code are current with amendments received through August 1, 2014.

Mont. Code. Ann. § 35-3-102. Applicability.

The provisions of this chapter shall apply to corporations sole existing on December 31, 1968, or formed in accordance herewith and the Montana Nonprofit Corporation Act shall apply thereto only when not inconsistent with the provisions of this chapter. Foreign corporations sole will likewise be governed by the applicable provisions of the Montana Nonprofit Corporation Act when not inconsistent with the provisions of this chapter.

Credits

Enacted by Laws 1967, ch. 301, § 2; Revised Code of Montana 1947, 15-2402(part).

MCA 35-3-102, MT ST 35-3-102

Current through the 2013 Session, and the 2014 general election. Court Rules in the Code are current with amendments received through August 1, 2014.

Mont. Code. Ann. § 35-3-103. Repeal of prior act not to affect rights accrued or liabilities incurred.

The repeal of a prior act by this chapter shall not affect any right accrued or established or any liability or penalty incurred under the provisions of such act prior to the repeal thereof.

Credits

Enacted by Laws 1967, ch. 301, § 12; Revised Code of Montana 1947, 15-2412.

MCA 35-3-103, MT ST 35-3-103

Current through the 2013 Session, and the 2014 general election. Court Rules in the Code are current with amendments received through August 1, 2014.

Mont. Code. Ann. § 35-3-201. When corporation sole may be created.

Whenever the rules or discipline of any religious denomination, society, or church permit or require the estate, property, temporalities, and business thereof to be held in the name of or managed by a bishop, chief priest, or presiding elder, it shall be lawful for such bishop, chief priest, or presiding elder of such religious denomination, society, or church to become a corporation sole in the manner herein prescribed.

Credits

Enacted by Laws 1967, ch. 301, § 3; Revised Code of Montana 1947, 15-2403.

MCA 35-3-201, MT ST 35-3-201

Current through the 2013 Session, and the 2014 general election. Court Rules in the Code are current with amendments received through August 1, 2014.

Mont. Code. Ann. § 35-3-202. Articles of incorporation.

(1) The articles of incorporation must set forth:

(a) the name of the corporation;

(b) the period of duration, which may be perpetual;

(c) the name of the religious denomination, society, or church creating the corporation sole;

(d) the name of the bishop, chief priest, or presiding elder whose office is incorporated under this chapter, together with a designation of the boundaries of the territory over which that person presides or over which that person’s jurisdiction extends and the facts authorizing the incorporation;

(e) the manner in which any vacancy occurring in the incumbency of the bishop, chief priest, or presiding elder, as required by the rules or discipline of the religious denomination, society, or church, must be filled;

(f) any provisions, not inconsistent with law, that the incorporator elects to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including any provisions for distribution of assets on dissolution or final liquidation;

(g) the address of its principal office and the information specified by 35-7-105(1);

(h) the name and address of the incorporator.

(2) It is not necessary to set forth in the articles of incorporation any of the corporate powers enumerated in this chapter.

(3) The articles must be verified by affidavit of the incorporator, and the incorporator shall also file the original or a copy or translation of the incorporator’s commission, certificate, or letters of appointment as bishop, chief priest, or presiding elder, duly attested, and the incorporator’s affidavit that the document is a true copy or translation must be considered as sufficient attestation.

Credits

Enacted by Laws 1967, ch. 301, § 4; Revised Code of Montana 1947, 15-2404. Amended by Laws 2007, ch. 240, § 51.

Notes of Decisions (2)

MCA 35-3-202, MT ST 35-3-202

Current through the 2013 Session, and the 2014 general election. Court Rules in the Code are current with amendments received through August 1, 2014.

Mont. Code. Ann. § 35-3-203. Effect of issuance of certificate of incorporation.

(1) Upon filing the articles of incorporation in the office of the secretary of state with proof of appointment or election of such bishop, chief priest, or presiding elder, the secretary of state must issue to the corporation over the great seal of the state a certificate of incorporation.

(2) Upon the issuance of this certificate, the corporate existence shall begin and such certificate of incorporation shall be conclusive evidence that all conditions precedent required to be performed by the incorporator have been complied with and that the corporation has been incorporated under this chapter, except as against the state in a proceeding to cancel or revoke the certificate of incorporation or for involuntary dissolution of the corporation.

Credits

Enacted by Laws 1967, ch. 301, § 5; Revised Code of Montana 1947, 15-2405.

MCA 35-3-203, MT ST 35-3-203

Current through the 2013 Session, and the 2014 general election. Court Rules in the Code are current with amendments received through August 1, 2014.

Mont. Code. Ann. § 35-3-204. Unauthorized assumption of corporate powers — liability.

All persons who assume to act as a corporation hereunder without authority so to do shall be jointly and severally liable for all debts and liabilities incurred or arising as the result thereof.

Credits

Enacted by Laws 1967, ch. 301, § 11; Revised Code of Montana 1947, 15-2411.

MCA 35-3-204, MT ST 35-3-204

Current through the 2013 Session, and the 2014 general election. Court Rules in the Code are current with amendments received through August 1, 2014.

Mont. Code. Ann. § 35-3-205. Powers of corporation sole.

Every corporation sole organized under the provisions of this chapter, for the purpose of the trust described in this section, has power:

(1) to continue to exist perpetually by its corporate name unless a limited period of duration is stated in its articles of incorporation;

(2) to sue and be sued, complain, and defend in its corporate name;

(3) to have a corporate seal that may be altered at pleasure and to use the seal by causing it or a facsimile to be impressed or affixed or in any other manner reproduced;

(4) to purchase, take, receive, lease, take by gift, devise, or bequest or otherwise acquire, own, hold, improve, use, and otherwise deal in and with real or personal property or any interest in real or personal property, wherever situated, provided that all property must be in trust for the use, purpose, and benefit of the religious denomination, society, or church for which and in whose behalf the corporation sole is organized;

(5) to sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise dispose of all or any part of its property and assets;

(6) to lend money to its employees other than its officers and otherwise assist its employees and officers;

(7) to purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of and otherwise use and deal in and with shares or other interests in or obligations of other domestic or foreign corporations, whether for profit or not for profit, associations, partnerships, or individuals or direct or indirect obligations of the United States or of any other government, state, territory, governmental district, or municipality or of any instrumentality of a governmental entity;

(8) to make contracts and incur liabilities, borrow money at rates of interest that the corporation may determine, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of all or any of its property, franchises, and income;

(9) to lend money for its corporate purposes, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds loaned or invested;

(10) to conduct its affairs, carry on its operations, and have offices and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States or in any foreign country;

(11) to elect or appoint officers and agents of the corporation, including attorneys-in-fact, and to define their duties and fix their compensation;

(12) to make and alter bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for the administration and regulation of the affairs of the corporation;

(13) unless otherwise provided in the articles of incorporation, to make donations for the public welfare or for charitable, religious, scientific, or educational purposes;

(14) to indemnify any officer or agent or any person who may have served at its request as an officer or agent or as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor against claims, liabilities, expenses, and costs necessarily incurred by the person in connection with the defense, compromise, or settlement of any action, suit, or proceeding, civil or criminal, in which the person is made a party by reason of being or having been a director or officer, except in relation to matters as to which the person is adjudged in the action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty to the corporation, and to make any other indemnification that is authorized by the articles of incorporation or by any bylaw or resolution promulgated by the incorporator or the incorporator’s successor;

(15) to pay pensions and retirement benefits and establish pension plans, pension trusts, insurance plans, and incentive plans for all or any of its officers and employees;

(16) to cease its corporate activities and surrender its corporate franchise;

(17) to have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is organized.

Credits

Enacted by Laws 1967, ch. 301, § 6; Revised Code of Montana 1947, 15-2406. Amended by Laws 2009, ch. 56, § 1290, eff. Oct. 1, 2009.

MCA 35-3-205, MT ST 35-3-205

Current through the 2013 Session, and the 2014 general election. Court Rules in the Code are current with amendments received through August 1, 2014.

Mont. Code. Ann. § 35-3-206. Amendment of articles of incorporation.

(1) Whenever any bishop, chief priest, or presiding elder has filed in the office of the secretary of state articles of incorporation, under the provisions of an act entitled “An Act Authorizing and Regulating the Incorporation of Sole Corporations and Defining Their Powers”, approved February 27, 1899, or amendments to that act or under this chapter, the corporation sole may amend its articles of incorporation from time to time in any and as many respects as may be desired as long as its articles of incorporation as amended contain only provisions that are lawful under this chapter.

(2) The articles of amendment must be promulgated by the incorporator or a successor by setting forth a statement of the facts authorizing the amendment and the date upon which the amendment was promulgated, and the incorporator’s or successor’s affidavit that the amendment is a true copy or translation of the amendment is considered a sufficient attestation.

Credits

Enacted by Laws 1967, ch. 301, § 10; Revised Code of Montana 1947, 15-2410. Amended by Laws 2009, ch. 56, § 1291, eff. Oct. 1, 2009.

MCA 35-3-206, MT ST 35-3-206

Current through the 2013 Session, and the 2014 general election. Court Rules in the Code are current with amendments received through August 1, 2014.

Mont. Code. Ann. § 35-3-207. Succession.

(1) In the event of the death or resignation from office of any bishop, chief priest, or presiding elder or of that individual’s transfer or removal from office by the person or body having the authority to remove that individual, the individual’s successor in office succeeds to the powers, rights, and obligations of the office and becomes vested with the title to the property with like power and authority over the property and subject to all the legal liabilities and obligations with reference to the property.

(2) Succession is effected when the successor files in the office of the secretary of state the original or a copy or translation of the successor’s commission, certificate, or letters of appointment as bishop, chief priest, or presiding elder, duly attested, and the successor’s affidavit that the document is a true copy or translation is considered sufficient attestation of the document.

Credits

Enacted by Laws 1967, ch. 301, § 7; Revised Code of Montana 1947, 15-2407. Amended by Laws 2009, ch. 56, § 1292, eff. Oct. 1, 2009.

MCA 35-3-207, MT ST 35-3-207

Current through the 2013 Session, and the 2014 general election. Court Rules in the Code are current with amendments received through August 1, 2014.

Mont. Code. Ann. § 35-3-208. Board of advisors or consultors — interim powers.

The bishop, chief priest, or presiding elder of the corporation sole created hereby may appoint a board of advisors or consultors consisting of at least four persons of legal age and otherwise qualified according to the rules or discipline of the denomination, society, or church, which board, in addition to its advisory function, shall exercise the powers of the corporation upon the death, resignation, transfer, removal, or deprivation of office of the bishop, chief priest, or presiding elder and which shall elect an administrator to which it may delegate the executive and administrative functions of the corporation during the interim and until the successor bishop, chief priest, or presiding elder is appointed, elected, or qualified according to the rules or discipline of the denomination, society, or church.

Credits

Enacted by Laws 1967, ch. 301, § 8. Amended by Laws 1977, ch. 113, § 1; Revised Code of Montana 1947, 15-2408.

MCA 35-3-208, MT ST 35-3-208

Current through the 2013 Session, and the 2014 general election. Court Rules in the Code are current with amendments received through August 1, 2014.

Mont. Code. Ann. § 35-3-209. Annual report.

(1) Each corporation, subject to the provisions of this chapter, shall file within the time and in the manner prescribed by the Montana Nonprofit Corporation Act an annual report on forms or in a computerized format prescribed by the secretary of state, setting forth:

(a) the name of the corporation and the name of the present incumbent chief corporate officer;

(b) the business mailing address of the principal office of the corporation, wherever located, and the information specified by 35-7-105(1);

(c) the names and business mailing addresses of the present members of the board of advisers or consultors of the corporation.

(2) The report must be executed by the chief corporate officer or by an attorney-in-fact acting under a power of attorney filed with the secretary of state by the chief corporate officer.

Credits

Enacted by Laws 1967, ch. 301, § 9; Revised Code of Montana 1947, 15-2409. Amended by Laws 1989, ch. 153, § 3; amended by Laws 2007, ch. 240, § 52; amended by Laws 2011, ch. 26, § 15, eff. Oct. 1, 2011.

MCA 35-3-209, MT ST 35-3-209

Current through the 2013 Session, and the 2014 general election. Court Rules in the Code are current with amendments received through August 1, 2014.

Mont. Code. Ann. § 35-3-210. Registered agent — registered office.

A corporation sole organized under the provisions of this chapter shall maintain a corporate office in this state and shall appoint a resident registered agent as provided in 35-7-105(1).

Credits

Enacted by Laws 1999, ch. 229, § 16. Amended by Laws 2007, ch. 240, § 53.

MCA 35-3-210, MT ST 35-3-210

Current through the 2013 Session, and the 2014 general election. Court Rules in the Code are current with amendments received through August 1, 2014.

 

Last updated: May 2015.