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Dissolution

MCA tit. 35, ch. 8, pt. 9
in effect

Mont. Code Ann. § 35-8-901 Dissolution

35-8-901. Dissolution (1) A limited liability company is dissolved and its affairs must be wound up when one of the following occurs: (a) at the time or upon the occurrence of events specified in writing in the articles of organization or operating agreement; (b) consent of the number or percentage of members specified in the operating agreement; (c) an event that makes it unlawful for all or substantially all of the business of the company to be continued, but any cure of illegality within 90 days after notice to the company of the event is effective retroactively to the date of the event for purposes of this section; (d) the expiration of the term specified in the articles of organization; or (e) entry of a decree of judicial dissolution under 35-8-902 . (2) Subject to subsection (3), a limited liability company continues after dissolution only for the purpose of winding up its business. (3) At any time after the dissolution of a limited liability company and before the winding up of its business is completed, the members, including a dissociated member whose dissociation caused the dissolution, may unanimously waive the right to have the company's business wound up and the company terminated. In that case: (a) the limited liability company resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the company or a member after the dissolution and before the waiver is determined as if the dissolution had never occurred; and (b) the rights of a third party accruing under the provisions of 35-8-904 (1) or arising out of conduct by the third party in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected. (4) The affairs of a series of members of a limited liability company must be wound up: (a) at the time, if any, specified in the articles of organization; (b) upon the occurrence of an event specified in the operating agreement; (c) unless otherwise provided in the articles of organization or operating agreement, upon the affirmative vote or written agreement of all the members associated with the series of members; or (d) upon entry of a decree of judicial termination of the series of members pursuant to 35-8-902 . (5) (a) Unless otherwise provided in the articles of organization or operating agreement, upon the occurrence of an event requiring the affairs of a series of members to be wound up, a manager of the series who has not wrongfully terminated the series or, if there is not a manager, the members associated with the series, or a person approved by all of the members of the series may wind up the affairs of the series. (b) Unless otherwise provided in the articles of organization or operating agreement, the person or persons winding up the affairs of a series of members: (i) may take all actions necessary or proper to wind up the affairs of the series; and (ii) shall distribute the assets of the series of members to the creditors of the series and the members associated with the series. En. Sec. 46, Ch. 120, L. 1993; amd. Sec. 37, Ch. 302, L. 1999; amd. Sec. 12, Ch. 183, L. 2013.

Mont. Code Ann. § 35-8-902 Judicial dissolution

35-8-902. Judicial dissolution (1) On application by or for a member or a dissociated member, a district court may order dissolution of a limited liability company, or other appropriate relief, when: (a) the economic purpose of the company is likely to be unreasonably frustrated; (b) another member has engaged in conduct relating to the company's business that makes it not reasonably practicable to carry on the company's business with that member remaining as a member; (c) it is not otherwise reasonably practicable to carry on the company's business in conformity with the articles of organization and the operating agreement; (d) the company failed to purchase the petitioner's distributional interest as required by 35-8-805 ; or (e) the members or managers in control of the company have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent, or unfairly prejudicial to the petitioner. (2) On application by a transferee of a member's interest, a district court may determine that it is equitable to wind up the company's business: (a) after the expiration of the specified term, if the company was for a specified term at the time that the applicant became a transferee by member dissociation, transfer, or entry of a charging order that gave rise to the transfer; or (b) at any time, if the company was at will at the time that the applicant became a transferee by member dissociation, transfer, or entry of a charging order that gave rise to the transfer. (3) Whenever it is not reasonably practicable to carry on the business of a series of members in conformity with the articles of organization or operating agreement and upon application by or for a member of the series of members, a district court may decree only the termination of the series of members and may not decree the dissolution of the limited liability company. En. Sec. 47, Ch. 120, L. 1993; amd. Sec. 38, Ch. 302, L. 1999; amd. Sec. 13, Ch. 183, L. 2013.

Mont. Code Ann. § 35-8-903 Winding up

35-8-903. Winding up (1) Except as otherwise provided in the articles of organization or the operating agreement, the business or affairs of the limited liability company may be wound up: (a) by the members or managers who have authority under 35-8-304 to manage the limited liability company prior to dissolution; or (b) if one or more of the members or managers have engaged in wrongful conduct or upon other cause shown, by the district court on application of any member or any member's legal representative or assignee. (2) The persons winding up the business or affairs of the limited liability company may, in the name of and for and on behalf of the limited liability company: (a) prosecute and defend suits; (b) settle and close the business of the limited liability company; (c) dispose of and transfer the property of the limited liability company; (d) discharge the liabilities of the limited liability company; and (e) distribute to the members any remaining assets of the limited liability company. En. Sec. 48, Ch. 120, L. 1993.

Mont. Code Ann. § 35-8-904 Agency power and liability of members or managers after dissolution

35-8-904. Agency power and liability of members or managers after dissolution (1) Except as provided in subsections (3) through (5), after an event causing dissolution of the limited liability company, a member may bind the limited liability company: (a) by an act appropriate for winding up the limited liability company's affairs or completing transactions unfinished at dissolution; and (b) by any transaction that would have bound the limited liability company, if it had not been dissolved, if the other party to the transaction does not have notice of the dissolution. (2) The filing of the articles of termination is presumed to constitute notice of dissolution for purposes of subsection (1)(b). (3) An act of a member that would not otherwise be binding on the limited liability company under subsection (1) is binding if it is authorized by the limited liability company. (4) An act of a member that would be binding under subsection (1) or would be otherwise authorized and that is in contravention of a restriction on authority may not bind the limited liability company to persons having knowledge of the restriction. (5) If the articles of organization vest management of the limited liability company in managers, a manager may exercise the authority of a member under subsection (1) and a member may not exercise the authority if the member is acting solely in the capacity of a member. (6) A member or manager who, with knowledge of the dissolution, subjects a limited liability company to liability by an act that is not appropriate for the winding up of the company's business is liable to the company for any damage caused by the act. En. Sec. 49, Ch. 120, L. 1993; amd. Sec. 39, Ch. 302, L. 1999.

Mont. Code Ann. § 35-8-905 Distribution of assets

35-8-905. Distribution of assets Upon the winding up of a limited liability company, the assets must be distributed as follows: (1) to creditors, including members and managers who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited liability company, whether by payment or the making of reasonable provision for payment, other than liabilities to members for distributions under 35-8-605 ; (2) unless otherwise provided in the articles of organization or an operating agreement, to members and former members in satisfaction of liabilities for distributions under 35-8-605 ; and (3) unless otherwise provided in writing in the articles of organization or a written operating agreement, to members first for the return of their contributions and second respecting their limited liability company interests, in the proportions in which the members share in distributions. En. Sec. 50, Ch. 120, L. 1993; amd. Sec. 40, Ch. 302, L. 1999.

Mont. Code Ann. § 35-8-906 Articles of termination

35-8-906. Articles of termination (1) At any time after dissolution and winding up, a limited liability company may terminate its existence by filing with the secretary of state articles of termination stating: (a) the name of the limited liability company; (b) the reason for filing the articles of termination; (c) the effective date of the articles of termination, which must be a date certain, if they are not to be effective upon the filing; (d) the name of the agent or agents authorized to receive service of process after dissolution or termination of the limited liability company; (e) the name of the person or persons authorized to wind up the business and authorized to execute documents on behalf of the limited liability company; (f) the date of the dissolution; and (g) that the company's business has been wound up and the legal existence of the company has been terminated. (2) The existence of a limited liability company is terminated upon the filing of the articles of termination or upon a later effective date, if specified in the articles of termination. En. Sec. 51, Ch. 120, L. 1993; amd. Sec. 41, Ch. 302, L. 1999.

Mont. Code Ann. § 35-8-908 Known claims against dissolved or terminated limited liability companies

35-8-908. Known claims against dissolved or terminated limited liability companies (1) A dissolved or terminated limited liability company may dispose of the known claims against it by following the procedure described in this section. (2) The dissolved or terminated limited liability company shall notify its known claimants in writing of the dissolution or termination at any time after the effective date of the dissolution or termination. The written notice must: (a) describe information that must be included in a claim; (b) provide a mailing address where a claim may be sent; (c) state the deadline, which may not be less than 120 days from the later of the effective date of the written notice or the filing of the articles of termination pursuant to 35-8-906 , by which the dissolved or terminated limited liability company must receive the claim; and (d) state that the claim will be barred if not received by the deadline. (3) A claim against the dissolved or terminated limited liability company is barred: (a) if a claimant who was given written notice under subsection (2) does not deliver the claim to the dissolved or terminated limited liability company by the deadline; or (b) if a claimant whose claim was rejected by the dissolved or terminated limited liability company does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice. (4) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of the dissolution or termination. En. Sec. 53, Ch. 120, L. 1993; amd. Sec. 42, Ch. 302, L. 1999.

Mont. Code Ann. § 35-8-909 Unknown claims against dissolved or terminated limited liability companies

35-8-909. Unknown claims against dissolved or terminated limited liability companies (1) Subject to 35-8-908 and subsections (2) through (5) of this section, the dissolution or termination of a limited liability company, including dissolution by the expiration of its term, does not take away or impair any remedy available to or against the limited liability company or its members or managers for any claim or right, whether or not the claim or right existed or accrued prior to dissolution or termination. A proceeding by or against the limited liability company may be prosecuted or defended by the limited liability company in its name. The members and managers have power to take action as appropriate to protect the remedy, right, or claim. (2) A dissolved or terminated limited liability company may publish notice of its dissolution or termination and request that persons having claims against it present the claims in accordance with the notice. (3) The notice must: (a) be published at least once in a newspaper of general circulation in the county in which the dissolved or terminated limited liability company's principal office is located or, if there is none in this state, then in the county in which its designated office is or was last located; (b) describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; and (c) state that a claim against the limited liability company is barred unless a proceeding to enforce the claim is commenced within 5 years after publication of the notice. (4) If a dissolved or terminated limited liability company publishes a notice in accordance with subsection (3), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved or terminated company within 5 years after the publication date of the notice: (a) a claimant who did not receive written notice under 35-8-908 ; (b) a claimant whose claim was timely sent to the dissolved or terminated company but not acted on; and (c) a claimant whose claim is contingent on or based on an event occurring after the effective date of dissolution or termination. (5) A claim not barred under this section may be enforced: (a) against the dissolved or terminated limited liability company, to the extent of its undistributed assets; or (b) if the assets have been distributed in liquidation, against a member of the dissolved or terminated company to the extent of the member's proportionate share of the claim or the company's assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total amount of assets distributed to the member. En. Sec. 54, Ch. 120, L. 1993; amd. Sec. 43, Ch. 302, L. 1999.

Mont. Code Ann. § 35-8-912 Reinstatement following administrative dissolution

35-8-912. Reinstatement following administrative dissolution (1) A limited liability company administratively dissolved under the provisions of 35-8-209 may apply to the secretary of state for reinstatement within 5 years after the effective date of dissolution to restore its right to carry on business in this state and to exercise all its privileges and immunities. A limited liability company applying for reinstatement shall submit to the secretary of state an official application, executed by a person who was a member or manager at the time of dissolution, setting forth: (a) the name and business mailing address of the limited liability company; (b) a statement that the assets of the limited liability company have not been liquidated; (c) a statement that a majority of its members have authorized the application for reinstatement; and (d) if its name has been legally acquired by another entity prior to its application for reinstatement, the name under which the limited liability company desires to be reinstated. (2) The limited liability company shall submit with its application for reinstatement: (a) a certificate from the department of revenue stating that all taxes imposed pursuant to Title 15 have been paid unless a limited liability company has only one member and has not elected to be taxed as a corporation; and (b) all annual reports not yet filed with the secretary of state. (3) When all requirements of subsections (1) and (2) are met and the secretary of state reinstates the limited liability company, the secretary of state shall: (a) conform and file in the office of the secretary of state reports, statements, and other instruments submitted for reinstatement; (b) immediately issue and deliver to the reinstated limited liability company a certificate of reinstatement authorizing it to transact business; and (c) upon demand and receipt of the specified fee, issue to the limited liability company one or more certified copies of the certificate of reinstatement. (4) The secretary of state may not order a reinstatement if 5 years have elapsed since the date of dissolution. (5) A restoration of limited liability company rights pursuant to this section relates back to the date the limited liability company was administratively dissolved, and the limited liability company is considered to have been an existing legal entity from the date of its original organization. En. Sec. 45, Ch. 302, L. 1999; amd. Sec. 16, Ch. 75, L. 2003; amd. Secs. 1, 2, Ch. 355, L. 2011.

Mont. Code Ann. § 35-8-913 Appeal from denial of reinstatement

35-8-913. Appeal from denial of reinstatement (1) If the secretary of state denies a limited liability company's application for reinstatement following administrative dissolution, the secretary of state shall deliver a notice to the company that explains the reason or reasons for the denial. (2) The company may appeal the denial of reinstatement to a district court within 30 days after delivery of the notice of denial. The company shall appeal by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the company's application for reinstatement, and the secretary of state's notice of denial. (3) The court may summarily order the secretary of state to reinstate the dissolved company or may take other action that the court considers appropriate. (4) The court's final decision may be appealed as in other civil proceedings. En. Sec. 46, Ch. 302, L. 1999; amd. Sec. 10, Ch. 23, L. 2017.

Mont. Code Ann. § 35-8-914 Involuntary dissolution -- procedure

35-8-914. Involuntary dissolution -- procedure (1) A limited liability company that is guilty of any of the actions or omissions described in 35-8-209 (1) is in default. By reason of the default, the limited liability company may be involuntarily dissolved by order of the secretary of state, thereby forfeiting its right to transact any business in this state. (2) On or before September 1 of each year, the secretary of state shall compile a list of defaulting limited liability companies, together with the amount of any filing fee, penalty, or costs remaining unpaid. (3) The secretary of state shall give notice to the defaulting limited liability companies by: (a) delivering a letter addressed to the limited liability company in care of its registered agent or any director or officer; or (b) publication of a general notice to all Montana limited liability companies once a month for 3 consecutive months in a newspaper of general circulation in Lewis and Clark County. (4) The notice referred to in subsection (3) must specify the fact of the proposed dissolution and state that unless the grounds for dissolution described in 35-8-209 have been rectified within 90 days following the delivery or publication of notice: (a) the secretary of state will dissolve the defaulting limited liability company; (b) a defaulting limited liability company will forfeit the amount of any tax, penalty, or costs to the state of Montana; and (c) a defaulting limited liability company will forfeit its right to carry on business within the state. (5) After 90 days following delivery or publication of each notice, the secretary of state may, by order, dissolve a limited liability company that has not satisfied the requirements of applicable law and compile a full and complete list containing the names of all limited liability companies that have been so dissolved. The secretary of state shall immediately give notice to the dissolved limited liability companies as specified in subsection (3). (6) In the case of involuntary dissolution, all the property and assets of a dissolved limited liability company must be held in trust by the members or managers of the limited liability company and the limited liability company may carry on business only as necessary to wind up and liquidate its business and affairs under 35-8-901 and to notify claimants under 35-8-908 and 35-8-909 . (7) The administrative dissolution of a limited liability company does not terminate the authority of its registered agent for service of process. En. Sec. 8, Ch. 23, L. 2017.

Mont. Code Ann. § 35-8-915 Ambiguity in operating agreement regarding dissolution

35-8-915. Ambiguity in operating agreement regarding dissolution If there is an ambiguity in an operating agreement between a construction in favor of maintaining the existence of a limited liability company or in favor of the dissolution of a limited liability company, the operating agreement must be construed in favor of maintaining the existence of the limited liability company. En. Sec. 3, Ch. 749, L. 2025.
Source: Montana Legislative Services Division (mca.legmt.gov)URL: https://mca.legmt.gov/bills/mca/title_0350/chapter_0080/part_0090/sections_index.htmlFetched: 10/20/2026

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