Montana: Corporation Charter Amendment and Legal-Name-Change Requirements

Requirements one by one

The vote may be lowered, but only to a floor

Mont. Code Ann. § 35-14-1001 permits a corporation to add or change a currently
required or permitted article provision and delete a nonrequired one. Before
shares issue, § 35-14-1002 lets the board amend, or the incorporators act if
there is no board. Incorporator written action requires every incorporator
under § 35-14-205. A board ordinarily acts by a majority present at the quorum
described in § 35-14-824.

After shares issue, Mont. Code Ann. § 35-14-1003 requires the board to adopt and
submit the amendment. It ordinarily recommends approval. If conflict, special
circumstances, or § 35-14-826 supports proceeding without that recommendation,
the board explains the basis. It may condition shareholder approval or the
amendment's effectiveness, and § 35-14-826 permits agreed submission even after
the board no longer recommends the matter.

Every shareholder receives the meeting notice with the amendment. Mont. Code
Ann. § 35-14-705 supplies the 10-to-60-day window. The default is a majority of
all votes entitled to be cast by each required group. The articles or a board
condition may lower the vote, but § 35-14-725 supplies the floor: more votes for
than against at a quorum representing at least a majority of entitled votes.

New personal liability requires separate consent

Mont. Code Ann. § 35-14-1003 adds a protection beyond the ordinary group vote.
If the amendment would newly subject a shareholder to interest-holder liability,
each affected shareholder generally must sign a separate written consent. The
exception covers a holder already subject to substantially identical liability
or a change that only eliminates or reduces that liability.

Mont. Code Ann. § 35-14-1009 makes the new liability prospective: it reaches
interest-holder liabilities arising after the amendment becomes effective.

Written consent can replace a meeting

Mont. Code Ann. § 35-14-704 defaults to written consent by all shareholders
entitled to vote. The articles may authorize the meeting-equivalent minimum
instead. Sufficient consents must arrive within 60 days of the earliest
signature. Nonvoting shareholders and nonconsenting voting holders receive the
required notice within ten days after sufficiency or later tabulation.

Affected classes vote even when otherwise nonvoting

Mont. Code Ann. § 35-14-1004 gives an affected class or series a separate vote
on listed share-right changes even when those shares are otherwise nonvoting.
Classes or series affected in the same or substantially similar way vote
together unless the articles or board condition requires otherwise.

Under § 35-14-1302, appraisal covers an amendment that reduces a holder's shares
to a fraction the corporation may or must repurchase. Another amendment carries
appraisal only to the extent the articles, bylaws, or a board resolution grant
it.

A general legal-name change is not board-only

Mont. Code Ann. § 35-14-401 requires an approved corporate designator and a name
distinguishable from protected records, subject to its consent-and-undertaking,
judgment, permission, merger, reorganization, and asset-acquisition routes.

The board-only list in § 35-14-1005 permits substituting a similar corporate
designator or changing geographical attribution. It does not authorize a
general new legal name after shares issue, which follows the ordinary board and
shareholder route.

Filing is electronic and costs $15

Mont. Code Ann. § 35-14-1006 requires the corporation's name, amendment text,
share-implementation terms when needed, adoption date, and approval statement.
Under § 35-14-120, the board chair, president, another officer, qualifying
incorporator, or court fiduciary signs. A seal, attestation, acknowledgment, or
verification is optional. The statute requires electronic delivery unless the
secretary of state authorizes an exception.

The current Secretary of State schedule lists a $15 amendment fee. Under
§ 35-14-123, an accepted filing takes effect on filing, at another stated time
that day, or at a delayed time and date no more than 90 days after filing.

What trips people up

Mont. Code Ann. § 35-14-1005's board-only list is narrow. A registered-agent or
office change uses the separate no-fee statement under § 35-7-108. An
inaccurate, defectively signed, or defectively transmitted filing uses $15
articles of correction under § 35-14-124. A bylaw change follows § 35-14-1020,
not the articles-amendment route.

Under § 35-14-1007, the board may consolidate existing amendments into restated
articles without shareholders. A new amendment inside the restatement follows
ordinary approval. The filed restatement supersedes the earlier articles and
amendments, and the current fee is $15. The amendment part and current filing
guidance state no ordinary statewide publication or proof-filing step. Under
§ 35-14-1009, a name change does not affect a proceeding brought under the
former name.

Mont. Code Ann. § 35-14-1008 supplies a separate court-ordered federal
reorganization route. It is not the ordinary voluntary amendment covered here.

Common questions

Is a majority of votes cast enough?

Only if the articles or a board condition validly lowers the default. Mont.
Code Ann. § 35-14-1003 starts with a majority of all votes entitled to be cast
by each group. The floor is a majority of votes cast at a majority quorum.

Can shareholders approve without a meeting?

Yes. Mont. Code Ann. § 35-14-704 defaults to unanimity among voting
shareholders, but the articles may authorize the meeting-equivalent minimum.

Does the group vote alone approve new shareholder liability?

Generally no. Mont. Code Ann. § 35-14-1003 requires a separate written consent from
each shareholder newly subjected to interest-holder liability, subject to its
narrow substantially-identical-liability exception.

May the amendment take effect later?

Yes. Mont. Code Ann. § 35-14-123 permits a delayed effective time and date no
more than 90 days after filing.

Statutes and sources

• Mont. Code Ann. §§ 35-14-1001 to -1009 — amendment authority,
  pre-share and post-share procedure, class votes, liability consent,
  board-only changes, filing, restatement, reorganization, and effect.
• Mont. Code Ann. §§ 35-14-120, -123 to -124, -205, -401, -704 to -705,
  -725, -824, -826, -1020, and -1302; § 35-7-108 — execution,
  effectiveness, correction, incorporator action, name limits, consent, notice,
  voting, board action, bylaws, appraisal, and registered-agent changes.
• Montana Secretary of State Business Services and filing-fee pages —
  electronic filing path and current amendment, restatement, correction, and
  agent-change fees.