12-1384FH 12-1384FH . . . Proxy Statement and Prospectus for approval of merger of (i) unrelated company ("Acquiring Company") into corporation (in which event corporation would survive merger and Acquiring Company would cease to exist), or (ii) corporation into Acquiring Company (in which event Acquiring Company would survive merger and corporation would cease to exist), or (iii) corporation into subsidiary of Acquiring Company that was organized for purpose of merger (in which event subsidiary would survive merger and corporation would cease to exist) and (b) conversion of each share of corporation common stock into right to receive 1.15 shares of Acquiring Company common stock. The determination of form of merger will be made by corporation and Acquiring Company ("Constituent Companies") based upon (x) corporation's ability to obtain from Securities and Exchange Commission an exemption from certain provisions of Public Utility Holding Company Act of 1935 and (y) determination by Constituent Companies as to whether it is desirable to effect merger in manner to assure that it qualifies as reorganization under Section 368 of Internal Revenue Code of 1986
Montana Letter to Shareholders
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Multi-State
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US-CC-12-1384FH
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Word;
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FAQ
To dissolve your Montana Corporation, you submit the completed Articles of Dissolution for Profit Corporation form as well as a Tax Certificate from the Department of Revenue, to the Secretary of State by mail, fax or in person. Submit your dissolution along with the filing fee.
State law or your corporation's organizational documents likely requires a certain number of shareholders to vote in favor of the dissolution for it to pass. Some states might even allow for dissolution by written consent of the shareholders without the need for a meeting. Minimum required vote.
Businesses that are incorporated in another state will typically apply for a Montana certificate of authority. Doing so registers the business as a foreign entity and eliminates the need to incorporate a new entity. Operating without a certificate of authority may result in penalties or fines.
The involuntary dissolution of an LLC or corporation usually occurs when the business fails to meet its obligations to the state (such as not filing annual reports, not paying state taxes, and so on), and so the office of the secretary of state dissolves the company without its consent (called ?administrative ...
If you want to operate your business under any name other than its legal name, you'll need to get a Montana DBA, also known as an assumed business name. Any business, including Montana sole proprietorships, general partnerships, LLCs, and corporations, can get a DBA to build and promote their brand.
After a company is dissolved, it must liquidate its assets. Liquidation refers to the process of sale or auction of the company's non-cash assets. Note that only those assets your company owns can be liquidated. Thus, you can't liquidate assets that are used as collateral for loans.
The Montana Secretary of State also has a tool that lets you search the State of Montana business name registry to see whether your desired name is available or if another business is using your preferred name.
Failure to dissolve your business can also leave you open to forms of business fraud, such as business identity theft. Step 1: Get approval of the owners of the corporation or LLC. ... Step 2: File the Certificate of Dissolution with the state. ... Step 3: File federal, state, and local tax forms. ... Step 4: Wind up affairs.