35-14-1509. Withdrawal upon dissolution or conversion to nonfiling entities. (1) A registered foreign corporation that has dissolved and completed winding up or has converted to a domestic or foreign nonfiling entity other than a limited liability partnership shall deliver to the secretary of state for filing a statement of withdrawal. The statement must be signed by the dissolved corporation or the converted domestic or foreign nonfiling entity and must state:

(a) in the case of a foreign corporation that has completed winding up:

(i) its name and jurisdiction of formation;

(ii) that the foreign corporation withdraws its registration to do business in this state and revokes the authority of its registered agent to accept service on its behalf;

(iii) an address to which process on the foreign corporation may be sent by the secretary of state under 35-14-504(3);

(iv) that all taxes imposed on the corporation under Title 15 have been paid, supported by a certificate by the department of revenue to be attached to the application to the effect that the department is satisfied from the available evidence that all taxes imposed have been paid. The issuance of the certificate does not relieve the corporation from liability for any taxes, penalties, or interest due the state of Montana.

(v) additional information that may be necessary or appropriate to enable the secretary of state to determine and assess any unpaid fees or taxes payable by the foreign corporation; or

(b) in the case of a foreign corporation that has converted to a domestic or foreign nonfiling entity other than a limited liability partnership:

(i) the name of the converting foreign corporation and its jurisdiction of formation;

(ii) the type of the nonfiling entity to which it has converted and its name and jurisdiction of formation;

(iii) that it withdraws its registration to do business in this state and revokes the authority of its registered agent to accept service on its behalf;

(iv) an address to which process on the foreign corporation may be sent by the secretary of state under 35-14-504(3);

(v) that all taxes imposed on the corporation under Title 15 have been paid, supported by a certificate by the department of revenue to be attached to the application to the effect that the department is satisfied from the available evidence that all taxes have been paid. The issuance of the certificate does not relieve the corporation from liability for any taxes, penalties, or interest due the state of Montana.

(vi) additional information that may be necessary or appropriate to enable the secretary of state to determine and assess any unpaid fees or taxes payable by the foreign corporation.

(2) After the withdrawal of the registration of a foreign corporation, service of process in any proceeding based on a cause of action arising during the time the entity was registered to do business in this state may be made as provided in 35-14-504.

History: En. Sec. 211, Ch. 271, L. 2019.