Montana Corporation Merger Agreement and Approval Packet
MONTANA CORPORATION MERGER AGREEMENT AND APPROVAL PACKET
Scope gate. Use only for a negotiated merger of two Montana domestic business corporations in which [MERGER SUB] merges into [TARGET] and Target survives. Exclude foreign, tribal, or other-entity parties, subsidiary shortcuts, public-company, regulated, insolvent, or contested-control transactions.
1. Classification
| Item | Information |
|---|---|
| Target / survivor | [Exact legal name], filing no. [________] |
| Merger Sub | [Exact legal name], filing no. [________] |
| Consideration | ☐ cash ☐ shares ☐ other property/securities ☐ mixed |
| Classes / series | [________________________________] |
| Survivor articles changed | ☐ No ☐ Yes — Attachment A |
| Effective time | [__/__/____] / [________________] |
☐ Reconcile governing documents, capitalization, voting arrangements, awards, contracts, liens, permits, employees, benefits, taxes, litigation, property, data, insurance, and qualifications.
2. Transaction Agreement and Plan
This Agreement is made as of [DATE] between [TARGET] and [MERGER SUB]. The Plan under MCA § 35-14-1102 states the parties and survivor, terms, conversion mechanics, survivor organic documents, and other required terms.
| Corporation / class | Outstanding | Treatment | Consideration |
|---|---|---|---|
| Target / [________] | [____] | [________________________________] | [________________________________] |
| Merger Sub / [________] | [____] | [________________________________] | [________________________________] |
Survivor articles: ☐ unchanged ☐ amended exactly as Attachment A.
Schedules state representations, covenants, conditions, termination, remedies, and closing deliveries. Contract terms do not replace statutory approvals.
3. Approval Record
Each board adopts and generally recommends the Plan. Give every shareholder meeting notice with the Plan or summary and relevant organic documents. Unless the articles validly set a greater or lesser vote, approval requires a majority of votes entitled to be cast by the general group and each separate group; statutory quorum and minimum-vote floors still apply.
| Corporation / group | Entitled votes | Required | For / against / abstain |
|---|---|---|---|
| Target / total | [____] | [____] | [____ / ____ / ____] |
| Target / separate group | [____] | [____] | [____ / ____ / ____] |
| Merger Sub / total | [____] | [____] | [____ / ____ / ____] |
Before using a survivor no-vote route, prepare a condition memorandum under § 35-14-1104 addressing survival, permitted article changes, identical continuing shares, and any transaction-specific issuance or offer route.
4. Appraisal Workflow
Section 35-14-1302 generally covers mergers requiring shareholder approval, but excludes classes or series remaining outstanding and limits rights for specified market securities, subject to consideration and interested-transaction exceptions.
☐ Deliver required rights materials and separately calendar intent, vote, demand, payment, supplemental-demand, and court steps.
5. Articles, Closing, and Signatures
Articles under § 35-14-1106 state parties, survivor, organic-document terms, approval or no-vote facts, effective time, and signatures, and are delivered to the Secretary of State.
☐ Confirm the final Plan, filing acceptance, effective time, consideration, appraisal notices, contracts, permits, tax, payroll, benefits, insurance, property, data, stock ledger, and minute books.
[TARGET] — By: __________________ Name / title: [________________] Date: [__/__/____]
[MERGER SUB] — By: __________________ Name / title: [________________] Date: [__/__/____]
Sources and References
About this template
- Last updated
- August 8, 2026
- Citations checked
- August 8, 2026
- Jurisdiction
- Montana
- Category
- Corporate & Business
Legal authority
- MCA §§ 35-14-1102, 35-14-1104, and 35-14-1106 (plan, approval, and articles)
- MCA § 35-14-1302 and Part 13 (appraisal eligibility and procedure)
Corporate documents govern how a company makes decisions, records them, and handles disputes between owners, directors, and officers. Proper corporate paperwork is what lets a business take advantage of limited liability, pass clean audits, and survive an acquisition or investor review. Skipping formalities like written resolutions and signed consents is one of the fastest ways for a business owner to lose personal asset protection.
Not legal advice
This template is provided for informational purposes. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Checked against the law it cites
A reviewer verified this template's legal citations against the official source on August 8, 2026.
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