{"data":{"id":"us-mt/35-2-728","jurisdiction":"us-mt","citation":"35-2-728","heading":"Grounds for judicial dissolution.","body":"(1) The district court may dissolve a corporation:\n(a) in a proceeding by the attorney general if it is established that:\n(i) the corporation obtained its articles of incorporation through fraud;\n(ii) the corporation has continued to exceed or abuse the authority conferred upon it by law;\n(iii) the corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or\n(iv) the corporation is a public benefit corporation and is no longer able to carry out its purposes;\n(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:\n(i) the directors are deadlocked in the management of the corporate affairs and the members, if any, are unable to breach the deadlock;\n(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;\n(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;\n(iv) the corporate assets are being misapplied or wasted; or\n(v) the corporation is a public benefit corporation or religious corporation and is no longer able to carry out its purposes;\n(c) in a proceeding by a creditor if it is established that:\n(i) the creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or\n(ii) the corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or\n(d) in a proceeding by the corporation to have its voluntary dissolution continued under court supervision.\n(2) Prior to dissolving a corporation, the court shall consider whether:\n(a) there are reasonable alternatives to dissolution;\n(b) dissolution is in the public interest, if the corporation is a public benefit corporation; and\n(c) dissolution is the best way of protecting the interests of members if the corporation is a mutual benefit corporation.","path":["TITLE 35. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS","CHAPTER 2. NONPROFIT CORPORATIONS","Part 7. Dissolution and Liquidation"],"source_url":"https://mca.legmt.gov/bills/mca/title_0350/chapter_0020/part_0070/section_0280/0350-0020-0070-0280.html","current_through":"Montana Code Annotated 2025","vintage":"","retrieved_at":"2026-09-14T04:53:11Z","sha256":"e3abe70ebd82b3f30f0e2964b0a355552ef09500ee4ba7dc63bbfecba59a22f8","source_id":"us-mt","stale":false,"prev":"us-mt/35-2-727","next":"us-mt/35-2-729"},"notice":"GroundRules: Original legal text. Not legal advice."}