The law regarding corporations prescribes that a corporation can be incorporated in the state of Montana to serve any lawful purpose. In the state of Montana, a corporation has all the powers of a natural person for carrying out its business activities. The corporation can sue and be sued in its corporate name. It has perpetual succession. The corporation can buy, sell or otherwise acquire an interest in a real or personal property. It can conduct business, carry on operations, and have offices and exercise the powers in a state, territory or district in possession of the U.S., or in a foreign country. It can appoint officers and agents of the corporation for various duties and fix their compensation.
The name of a corporation must contain the word “corporation” or its abbreviation “corp.” The name of a corporation should not be deceptively similar to the name of another corporation incorporated in the same state. It should not be deceptively identical to the fictitious name adopted by a foreign corporation having business transactions in the state.
The corporation is formed by one or more natural persons by executing and filing articles of incorporation to the secretary of state of filing. The qualifications for directors are fixed either by articles of incorporation or bylaws. The names and addresses of the initial directors and purpose of incorporation should be set forth in the articles of incorporation. The articles of incorporation should contain the corporate name, the number of shares authorized to issue, a brief statement of the character of business carried out by the corporation, the names and addresses of the directors until successors are elected, and name and addresses of incorporators. The shareholders have the power to change the size of board of directors.
The directors should conduct an organizational meeting soon after the incorporation. The meeting should provide for creation of bylaws, and appointment of staff. The organizational meeting can be held in or out of the state.
Bylaws lay down internal rules and procedures for the corporation, It deals with issues such as the existence and responsibilities of corporate offices, the size of the board of directors and the manner and term of their election, how and when board and shareholder meetings will be held, who may call meetings, and how the board of directors will function. The board of directors can repeal or amend the bylaws of the corporation except otherwise provided by the articles of incorporation. However, if the articles of incorporation reserve the rights to repeal or amend the bylaws to the shareholders, the board of directors cannot take a decision exclusively. Even if the bylaws are amendable or could be repealed by the board of directors, the share holders can amend or repeal the bylaws.
The board of directors shall exercise all corporate powers under the authority of the corporation. All the affairs of the corporation shall be managed by the board of directors. The articles of incorporation can set forth the limitations for the powers of directors.
Every year, a meeting of the shareholders needs to be held by the corporation at a time stated or fixed by the bylaws. The meeting may be held in or out of the state in accordance to the bylaws. If the bylaws do not suggest any specific place, the meeting can be conducted at the corporation’s principal office.