Corporate Merger and Share-Exchange Approval and Filing Requirements in Montana

At a glance

Requirements one by one

The plan and the public articles are different records

Mont. Code Ann. § 35-14-1102 requires a merger plan to identify each party and the survivor by name, jurisdiction, and entity type; state the terms; explain share or interest conversion; and supply the new or amended survivor organic record. Mont. Code Ann. § 35-14-1103 applies the parallel acquired/acquiring-entity and exchange-treatment structure to a share exchange. Either plan may use objective outside facts under § 35-14-120(11).

The plan is the approval record. The articles under § 35-14-1106 are the public filing and instead recite party and survivor identities, survivor organic-record changes, approval or no-vote status, and foreign or eligible-entity authorization.

Board recommendation and the voting-group calculation come first

Mont. Code Ann. § 35-14-1104 requires the board first to adopt the plan and ordinarily recommend that holders approve it—or tender into a qualifying subsection (10) offer. If a conflict, special circumstance, or § 35-14-826 supports no recommendation, the board must explain the basis. It may condition holder approval or the plan's effectiveness.

The default approval threshold is a majority of all votes entitled to be cast on the plan by the general group and each required separate voting group. The articles may set a greater or lesser threshold, but the quorum cannot fall below a majority of entitled votes and the lower approval floor in § 35-14-725(3) still requires votes for the action to exceed votes against it.

Converted merger classes or series, included exchange classes or series, and amendment-affected groups ordinarily vote separately. Section 35-14-1104(7) permits only a narrow articles-based limitation and retains the amendment and substantive-business-combination conditions.

Meeting notice and consent use different calendars

For a meeting, § 35-14-1104(4) sends notice to every holder, including nonvoters. It states the purpose, carries the plan or a summary, and adds the relevant existing survivor's or new entity's articles and bylaws or organic rules.

Mont. Code Ann. § 35-14-704 permits unanimous written consent by all voters. If the articles authorize nonunanimous consent, the meeting-minimum votes may act without prior notice. Sufficient consents must reach the corporation within 60 days after the earliest signed consent, and a holder may revoke before the sufficient unrevoked set arrives. Required nonvoter and nonconsenter notices follow within 10 days after delivery or later tabulation; a notice failure does not itself invalidate the action, though judicial relief remains possible.

Survivor and acquiring-corporation exceptions are not the same

Under § 35-14-1104(8), a survivor avoids its own shareholder vote only if the articles do not opt out, the survivor has no disallowed article change, its existing holders retain the same shares and rights, and the merger issuance does not trigger § 35-14-621(6).

That cross-reference is a separate calculation: a meeting vote is required when the issuance is for noncash consideration and the issued and issuable voting power will exceed 20% of the pretransaction voting power. Cash consideration or a result at or below that threshold does not, by itself, trigger § 621(6).

For a share exchange, § 35-14-1104(12) ordinarily excuses the acquiring domestic corporation's holders and denies a vote to acquired-corporation shares that are not being exchanged. The acquired classes and any other entitled groups still follow the applicable approval rules.

Montana has both an offer route and a 90% parent route

Section 35-14-1104(10) permits a no-vote offer-followed-by-merger or share exchange only when the plan authorizes the route, the offer discloses the prompt follow-on transaction and treatment of untendered shares, remains open at least 10 days, purchases all properly tendered shares, and combines tendered, already owned, and committed shares carrying the otherwise required approval power. The offeror or wholly owned subsidiary must then complete the transaction, and untendered shares of the offered class receive the same amount and kind of consideration, subject to the statute's owned-share exceptions.

Mont. Code Ann. § 35-14-1105 separately lets a parent owning at least 90% of the voting power of each voting class and series merge the subsidiary into itself or another qualifying entity, or merge itself into the subsidiary, without the subsidiary board or holders approving. Contrary parent or subsidiary organic rules can restore approval. Within 10 days after effectiveness, the parent notifies every subsidiary holder with the plan or a summary, survivor address, and free-copy statement. The current Part 11 states no separate holding-company reorganization.

Filing, amendment, abandonment, and records follow the approved route

Mont. Code Ann. § 35-14-1106 requires every merger party to sign the articles except a subsidiary excused by § 35-14-1105; both acquired and acquiring entities sign share-exchange articles. Section 35-14-120 requires electronic delivery unless the Secretary authorizes an exception and permits an officer signature without a seal, attestation, acknowledgment, or verification. The current filing fee is $20.

Under § 35-14-123, an accepted filing takes effect on filing, at a stated later time that day, or on a date and time no more than 90 days after filing. A foreign-party merger itself waits for the later of the foreign-jurisdiction filings and the Montana articles under § 35-14-1106(5).

Sections 35-14-1102(7) and 35-14-1103(6) require every party's consent to an amendment unless the plan changes that rule. Holders entitled to approve the plan retain approval rights over changed consideration, specified survivor organic terms, or another materially adverse change.

Before effectiveness, § 35-14-1108 permits abandonment under the plan or the board-determined default. If articles were already delivered, every party that signed them must sign and file the abandonment statement before effect. Section § 35-14-1601 requires meeting and no-meeting action records and keeps general shareholder communications from the past three years.

Appraisal is route-specific and procedural

Mont. Code Ann. § 35-14-1302 conditionally covers a merger requiring holder approval or using the offer route, a § 35-14-1105 subsidiary merger, and a share exchange for the acquired corporation's exchanged shares. Retained shares, market status, consideration, interested-transaction facts, and article provisions can change eligibility.

Mont. Code Ann. § 35-14-1320 requires the meeting notice or offer to state whether the corporation concludes that rights are, are not, or may be available, with Part 13 and specified financial statements when applicable. Mont. Code Ann. § 35-14-1321 then preserves different intent, favorable-vote, consent, and tender boundaries for the meeting, consent, and offer routes. This page does not decide eligibility, fair value, demand compliance, or payment for a particular holder.

What trips people up

• Montana's 20% figure is not a universal merger issuance cap. The survivor exception cross-references § 35-14-621(6), which combines noncash consideration with more than 20% issued-and-issuable voting power.
• The offer route is not a generic tender-offer shortcut. Every plan, disclosure, duration, purchase, voting-power, follow-on, and same-consideration condition in § 35-14-1104(10) must hold.
• The 90% route excuses the subsidiary's signatures and approvals, not every transaction step. The parent, filing, post-effect notice, appraisal, and other generally applicable provisions remain.
• Foreign-party effectiveness has two clocks. Montana articles can become effective before the merger itself if a required foreign-jurisdiction filing has not yet become effective.

Common questions

May the articles lower the merger vote below a majority of entitled votes?

Yes, but § 35-14-1104(5) preserves a majority-entitled-vote quorum and bars a threshold below § 35-14-725(3)'s votes-for-exceed-votes-against floor.

Must a shareholder vote when the survivor issues cash consideration?

Not under § 35-14-621(6) merely because of that cash. The cross-referenced vote requires noncash consideration and issued-and-issuable voting power above 20%; the other § 35-14-1104(8) conditions must still be satisfied.

May consent signatures arrive over several months?

No. Section 35-14-704(3) requires enough signed consents within 60 days after the earliest delivered consent was signed.

Statutes and sources

• Mont. Code Ann. §§ 35-14-1102 to -1103 — merger and share-exchange scope, plans, outside facts, and amendment protections. Official Montana Code §§ 1102 and 1103, accessed August 27, 2026.
• Mont. Code Ann. §§ 35-14-1104 and 35-14-621(6) — board action, notice, voting groups, survivor/acquirer exceptions, new liability, offer route, and noncash over-20% issuance vote. Official § 1104 and § 621, accessed August 27, 2026.
• Mont. Code Ann. §§ 35-14-704 and 35-14-725 — written consent, 60-day collection, later notices, quorum, and lower voting floor. Official § 704 and § 725, accessed August 27, 2026.
• Mont. Code Ann. §§ 35-14-1105 to -1106 and 35-14-1108 — 90% parent route, articles, signatures, filing, foreign timing, and abandonment. Official §§ 1105, 1106, and 1108, accessed August 27, 2026.
• Mont. Code Ann. §§ 35-14-120, 35-14-123, and 35-14-1601 — signer, electronic delivery, 90-day delayed effect, and corporate records. Official §§ 120, 123, and 1601, accessed August 27, 2026.
• Mont. Code Ann. §§ 35-14-1302 and 35-14-1320 to -1321 — conditional appraisal eligibility, notice/offer materials, intent, voting, consent, and tender boundaries. Official §§ 1302, 1320, and 1321, accessed August 27, 2026.
• Montana Secretary of State Business Services Filing Fees — current $20 Articles of Merger fee. Official fee schedule, accessed August 27, 2026.