Montana Attorney General Opinion 16-285

Opinion No. 285. Corporation-Articles of Incorpora- tion, Amendment of. HELD: A private corporation may 294 OPINIONS OF THE ATTORNEY GENERAL not amend its articles of incorpora- tion so as to become a non-profit so- cial corporation. Hon. Sam W. Mitchell Secretary of State The Capitol May 19, 1936. You have asked my OpInIOn as to whether a private corporation created under Chapter I, Part III, of the Civil Code, 1921 (Section 5900, R. C. M. et seq.), may amend its articles of incorporation so as to become a social corporation, the creation of which is provided for in Chapter 29 Id. Section 5918, R. C. M. 1921, as amended by Chapter 38, Laws of 1931, providing for the amendment of the articles of incorporation of a private corporation created under said Chap- ter I, lists the nature of the amend- ments which may be made in the ar- ticles of such private corporation but such an amendment as would permit a private corporation created for prof- it to change itself into a non-profit social corporation is not one of them. A corporation is a creature of the law and can do only those things which the statute authorizes it to do; there- fore, in the absence of a statute spe- cifically authorizing such change into something entirely different, in short into a different species of corporation, I am of the opinion that such amend- ment cannot be made. The statute does not authorize a private corpora- tion to amend itself out of existence. The dissolution of a private corpora- tion is otherwise provided for by law.