Montana § 35-8-1405 Amendment Or Abandonment Of Plan Of Domestication

Montana Statutes

§ 35-8-1405 — Amendment Or Abandonment Of Plan Of Domestication

Montana·Title 35 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS·Ch. 8 MONTANA LIMITED LIABILITY COMPANY ACT·Part 14 Domestication

35-8-1405 . Amendment or abandonment of plan of domestication.

(1)A plan of domestication of a domestic domesticating entity may be amended:

(a)in the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended; or

(b)by its interest holders in the manner provided in the plan, except that an interest holder that was entitled to vote on or consent to approval of the domestication is entitled to vote on or consent to any amendment of the plan that will change:

(i)the amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of these to be received by any of the interest holders of the domesticating entity under the plan;

(ii)the public organic record, if any,

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35-8-1405 . Amendment or abandonment of plan of domestication. (1) A plan of domestication of a domestic domesticating entity may be amended:
(a) in the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended; or
(b) by its interest holders in the manner provided in the plan, except that an interest holder that was entitled to vote on or consent to approval of the domestication is entitled to vote on or consent to any amendment of the plan that will change:
(i) the amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of these to be received by any of the interest holders of the domesticating entity under the plan;
(ii) the public organic record, if any, or private organic rules of the domesticated entity that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the interest holders of the domesticated entity under its organic law or organic rules; or
(iii) any other terms or conditions of the plan if the change would adversely affect the interest holder in any material respect.
(2) After a plan of domestication has been approved by a domestic domesticating entity and before articles of domestication become effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic domesticating entity may abandon the plan in the same manner as the plan was approved.
(3) If a plan of domestication is abandoned after articles of domestication have been delivered to the secretary of state for filing and before the articles of domestication become effective, articles of abandonment, signed by the entity, must be delivered to the secretary of state for filing before the articles of domestication become effective. The articles of abandonment take effect on filing, and the domestication is abandoned and does not become effective. The articles of abandonment must contain:
(a) the name of the domesticating entity;
(b) the date on which the articles of domestication were filed by the secretary of state; and
(c) a statement that the domestication has been abandoned in accordance with this section.

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