Montana § 35-2-728 Grounds For Judicial Dissolution

Montana Statutes

§ 35-2-728 — Grounds For Judicial Dissolution

Montana § 35-2-728

Title 35CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Ch. 2NONPROFIT CORPORATIONS

Part 7Dissolution and Liquidation

This text of Montana § 35-2-728 (Grounds For Judicial Dissolution) is published on Counsel Stack Legal Research, covering Montana primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Mont. Code Ann. § 35-2-728 (2026).

Text

35-2-728 . Grounds for judicial dissolution.

(1)The district court may dissolve a corporation:

(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 t

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35-2-728 . Grounds for judicial dissolution. (1) The district court may dissolve a corporation:
(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.