Mont. Code Ann. § 35-8-101 Short title
35-8-101. Short title
This chapter may be cited as the "Montana Limited Liability Company Act".
En. Sec. 1, Ch. 120, L. 1993.
General Provisions
MCA tit. 35, ch. 8, pt. 1
in effectMont. Code Ann. § 35-8-102 Definitions
35-8-102. Definitions
As used in this chapter, unless the context requires otherwise, the following definitions apply:
(1) "Articles of organization" means articles filed pursuant to 35-8-201 and those articles as amended or restated. In the case of a foreign limited liability company, the term includes all records serving a similar function required to be filed under the laws of the state, tribe, or country where it is organized.
(2) "At-will company" means a limited liability company other than a term company.
(3) "Authorized agent" means any individual granted permission by an entity to execute a document on behalf of the entity. The entity is responsible for maintaining a record of the permission granted to an authorized agent.
(4) "Business" includes every trade, occupation, profession, or other lawful purpose, whether or not carried on for profit.
(5) "Corporation" means a corporation formed under the laws of this state or a foreign corporation.
(6) "Court" includes every court having jurisdiction in the case.
(7) "Debtor in bankruptcy" means a person who is the subject of an order for relief under Title 11 of the United States Code or a comparable order under federal, state, or foreign law governing insolvency.
(8) "Disqualified person" means any person or entity that for any reason is or becomes ineligible under this chapter to become a member in a professional limited liability company.
(9) "Distribution" means a transfer of money, property, or other benefit to a member in that member's capacity as a member of a limited liability company or to a transferee of a member's distributional interest.
(10) "Distributional interest" means all of a member's interest in the distributions of a limited liability company.
(11) "Event of dissociation" means an event that causes a person to cease to be a member.
(12) "Foreign corporation" means a corporation that is organized under a law other than the law of this state, including the laws of a federally recognized Indian tribe.
(13) "Foreign limited liability company" means an entity that is:
(a) an unincorporated entity;
(b) organized under a law other than the law of this state, including the laws of a federally recognized Indian tribe;
(c) organized under a statute pursuant to which an entity may be formed that affords to each of its members limited liability with respect to the liabilities of the entity; and
(d) not required to be registered or organized under any statute of this state other than this chapter.
(14) "Foreign limited partnership" means a limited partnership formed under a law other than the law of this state, including the laws of a federally recognized Indian tribe.
(15) "Foreign professional limited liability company" means a limited liability company organized for the purpose of rendering professional services under a law other than the law of this state, including the laws of a federally recognized Indian tribe.
(16) "Licensing authority" means an officer, board, agency, court, or other authority in this state that has the power to issue a license or other legal authorization to render a professional service.
(17) "Limited liability company" or "domestic limited liability company" means an organization that is formed under this chapter.
(18) "Limited partnership" means a limited partnership formed under the laws of this state or a foreign limited partnership.
(19) "Manager" means a person who, whether or not a member of a manager-managed company, is vested with authority under 35-8-301 .
(20) "Manager-managed company" means a limited liability company that is so designated in its articles of organization.
(21) "Member" means a person who has been admitted to membership in a limited liability company, as provided in 35-8-703 , and who has not dissociated from the limited liability company.
(22) "Member-managed company" means a limited liability company other than a manager-managed company.
(23) "Operating agreement" means an agreement, including amendments, as to the conduct of the business and affairs of a limited liability company and the relations among the members, managers, and the company that is binding upon all of the members.
(24) "Person" means an individual, a general partnership, a limited partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation, or any other legal or commercial entity.
(25) "Professional limited liability company" means a limited liability company designating itself as a professional limited liability company in its articles of organization.
(26) "Professional service" means a service that may lawfully be rendered only by persons licensed under a licensing law of this state and that may not be lawfully rendered by a limited liability company that is not a professional limited liability company.
(27) "Qualified person" means a natural person, limited liability company, general partnership, or professional corporation eligible under this chapter to own shares issued by a professional limited liability company.
(28) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is recoverable in a perceivable form.
(29) "Series of members" means a group or collection of members of a limited liability company who share interests and have separate rights, powers, or duties with respect to property, obligations, or profits and losses associated with property or obligations and who are specified in the articles of organization or operating agreement of the limited liability company or are specified by one or more members or managers of the limited liability company or other persons as provided in the articles of organization or operating agreement.
(30) "Sign" means to identify a record by means of a signature, mark, or other symbol with the intent to authenticate it.
(31) "State" means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico.
(32) "Surviving limited liability company" means the constituent entity surviving the merger, as identified in the articles of merger provided for in 35-8-1201 .
(33) "Term company" means a limited liability company designated as a term company in its articles of organization.
En. Sec. 2, Ch. 120, L. 1993; amd. Sec. 1, Ch. 302, L. 1999; amd. Sec. 8, Ch. 33, L. 2007; amd. Sec. 1, Ch. 183, L. 2013; amd. Sec. 18, Ch. 280, L. 2015.
Mont. Code Ann. § 35-8-103 Name
35-8-103. Name
(1) (a) The name of each limited liability company as set forth in its articles of organization must contain the words "limited liability company" or "limited company" or the abbreviations "l.l.c.", "l.c.", "llc", or "lc". The word "limited" may be abbreviated as "ltd.", and the word "company" may be abbreviated as "co.".
(b) The name of a limited liability company as set forth in its articles of organization may not contain business name identifiers, as defined in 30-13-201 , or other language that states or implies that the limited liability company is a business other than a limited liability company.
(2) A limited liability company name must be distinguishable on the records of the secretary of state from:
(a) the name of any business corporation, nonprofit corporation, limited partnership, or limited liability company organized or reserved under the laws of this state;
(b) the name of any foreign business corporation, foreign nonprofit corporation, foreign limited partnership, or foreign limited liability company registered or qualified to do business in this state;
(c) any assumed business name, limited partnership name, trademark, service mark, or other name registered or reserved with the secretary of state; and
(d) the corporate name of a domestic corporation that has dissolved but only for a period of 120 days after the effective date of its dissolution.
(3) The use of the name of a limited liability company by another limited liability company or limited partnership is governed by 35-14-401 .
(4) Contests over names registered under this section are governed by 35-14-401 .
En. Sec. 3, Ch. 120, L. 1993; amd. Sec. 17, Ch. 229, L. 1999; amd. Sec. 6, Ch. 27, L. 2001; amd. Sec. 251, Ch. 271, L. 2019.
Mont. Code Ann. § 35-8-104 Reservation of name
35-8-104. Reservation of name
(1) The exclusive right to use a name may be reserved by:
(a) a person intending to organize a limited liability company and to adopt that name;
(b) a limited liability company or foreign limited liability company registered in this state that intends to adopt that name;
(c) a foreign limited liability company intending to register in this state and to adopt that name; or
(d) a person intending to organize a foreign limited liability company and to have it registered in this state and to adopt that name.
(2) The reservation must be made by filing with the secretary of state an application, executed by the applicant, to reserve a specified name. If the secretary of state finds that the name is available for use by a domestic or foreign limited liability company, the secretary of state shall reserve the name for the exclusive use of the applicant for a nonrenewable period of 120 days from the date the application is filed.
(3) The right to the exclusive use of a reserved name may be transferred to another person by filing with the secretary of state a notice of the transfer, executed by the applicant for whom the name was reserved, and by specifying the name to be transferred and the name and address of the transferee. The transfer may not extend the term during which the name is reserved.
En. Sec. 4, Ch. 120, L. 1993; amd. Sec. 18, Ch. 229, L. 1999.
Mont. Code Ann. § 35-8-105 Repealed
35-8-105. Repealed
Secs. 68, 70, Ch. 240, L. 2007.
En. Sec. 5, Ch. 120, L. 1993; amd. Sec. 13, Ch. 75, L. 2003.
Mont. Code Ann. § 35-8-106 Purpose
35-8-106. Purpose
(1) A limited liability company organized under 35-8-201 through 35-8-211 has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of organization.
(2) Limited liability companies may be organized under 35-8-201 through 35-8-211 for any lawful purpose except for the purpose of banking or insurance. For purposes of this subsection, the term "insurance" does not include a limited liability company organized for the lawful purpose of captive insurance under Title 33, chapter 28.
En. Sec. 6, Ch. 120, L. 1993; amd. Sec. 1, Ch. 205, L. 2015.
Mont. Code Ann. § 35-8-107 Powers -- scope
35-8-107. Powers -- scope
(1) A limited liability company may:
(a) sue, be sued, complain, and defend in all courts;
(b) transact its business, carry on its operations, and have and exercise the powers granted by this section in any state; in any territory, district, or possession of the United States; and in any foreign country;
(c) make contracts and guarantees, incur liabilities, and borrow money;
(d) sell, lease, exchange, transfer, convey, mortgage, pledge, and otherwise dispose of any of its assets;
(e) acquire by purchase or in any other manner, take, receive, own, hold, improve, and otherwise deal with any interest in real or personal property, wherever located;
(f) issue notes, bonds, and other obligations and secure any of them by mortgage, deed of trust, or security interest of any of its assets;
(g) purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of and otherwise use and deal in and with stock or other interests in and obligations of domestic and foreign corporations, associations, general or limited partnerships, limited liability companies, business trusts, and individuals;
(h) invest its surplus funds, lend money from time to time in any manner that may be appropriate to enable it to carry on the operations or fulfill the purposes set forth in its articles of organization, and take and hold real property and personal property as security for the payment of funds loaned or invested;
(i) elect or appoint agents and define their duties and fix their compensation;
(j) sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise dispose of all or any part of its property and assets;
(k) be a promoter, stockholder, partner, member, associate, or agent of any corporation, partnership, domestic or foreign limited liability company, joint venture, trust, or other enterprise;
(l) indemnify and hold harmless any member, agent, or employee from and against any claims and demands whatsoever, except in the case of action or failure to act by the member, agent, or employee that constitutes willful misconduct or recklessness, and subject to the standards and restrictions, if any, set forth in the articles of organization or operating agreement;
(m) cease its activities and dissolve;
(n) pay pensions and establish pension plans, pension trusts, profit-sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any of its current or former directors, officers, employees, and agents;
(o) make donations for the public welfare or for charitable, religious, scientific, or educational purposes and, in time of war, make donations in aid of war activities; and
(p) do every other act not inconsistent with law that is appropriate to promote and further the business and affairs of the limited liability company.
(2) This section applies to a limited liability company that has one or more series of members.
En. Sec. 7, Ch. 120, L. 1993; amd. Sec. 2, Ch. 183, L. 2013.
Mont. Code Ann. § 35-8-108 Registered name of foreign limited liability company -- registration renewal
35-8-108. Registered name of foreign limited liability company -- registration renewal
(1) A foreign limited liability company may register its name or its name with any addition required by 35-8-103 if the name is distinguishable from names that are not available under 35-8-103 (2).
(2) A foreign limited liability company shall register its name or its name with any addition required by 35-8-103 by delivering to the secretary of state for filing an application setting forth:
(a) its name or its name with any addition required by 35-8-103 ;
(b) the state, tribe, or country where it was organized;
(c) the date of its organization;
(d) a brief description of the nature of its business;
(e) a statement that the foreign limited liability company has complied with the organizational laws in the jurisdiction in which it is organized and that the foreign limited liability company exists in that jurisdiction; and
(f) if applicable, a statement that it has one or more series of members and whether the debts or liabilities of a series of members are enforceable against the assets of that series of members only and not against the assets of the company generally or another series of members.
(3) The name, if accepted by the secretary of state, is registered for the applicant's exclusive use as of the date the application is filed with the secretary of state.
(4) A foreign limited liability company may annually renew its registration for successive years by delivering to the secretary of state a renewal application that complies with the requirements of subsection (2). The renewal application must be received by the secretary of state for filing between October 1 and December 31 of the year preceding the year for which a renewal is sought. The renewal is effective until December 31 of the following year.
(5) A foreign limited liability company has the right to use its registered name until the registration of the name is canceled as a result of it consenting to the use of the registered name by another business entity authorized to do business in this state or until the foreign limited liability company applies for and receives a certificate of authority to transact business in this state or it organizes as a domestic limited liability company in this state. A foreign limited liability company receiving a certificate of authority to transact business in this state or that organizes as a domestic limited liability company may use the canceled registered name as its business name.
En. Sec. 19, Ch. 229, L. 1999; amd. Sec. 3, Ch. 183, L. 2013; amd. Sec. 7, Ch. 42, L. 2015; amd. Sec. 19, Ch. 280, L. 2015.
Mont. Code Ann. § 35-8-109 Effect of operating agreement -- nonwaivable provisions
35-8-109. Effect of operating agreement -- nonwaivable provisions
(1) Except as provided in subsection (3), all members of a limited liability company may enter into an operating agreement, which need not be in writing, to regulate the affairs of the company and the conduct of its business and to govern relations among the members, managers, and company. To the extent that the operating agreement does not otherwise provide, this chapter governs relations among the members, managers, and company.
(2) The terms of an operating agreement must be interpreted according to Title 28, chapter 3.
(3) An operating agreement need not be in writing except as otherwise provided in this chapter to:
(a) vary the recordkeeping requirements under 35-8-405 ;
(b) vary the rights of members to share in distributions under 35-8-601 or 35-8-903 ; or
(c) vary the process for admission of members under 35-8-707 .
(4) The operating agreement may not:
(a) unreasonably restrict a right to information or access to records under 35-8-405 ;
(b) eliminate the duty of loyalty under 35-8-310 , but the agreement may:
(i) identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and
(ii) specify the number or percentage of members or disinterested managers that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(c) unreasonably reduce the duty of care under 35-8-310 ;
(d) eliminate the obligation of good faith and fair dealing under 35-8-310 , but the operating agreement may determine the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(e) vary the right to expel a member upon the occurrence of an event specified in 35-8-803 ;
(f) vary the requirement to wind up the limited liability company's business in a case specified in 35-8-901 (1)(c) or 35-8-902 ; or
(g) restrict the rights of a person under this chapter, other than a manager, member, or transferee of a member's distributional interest.
En. Sec. 2, Ch. 302, L. 1999; amd. Sec. 1, Ch. 749, L. 2025.
Mont. Code Ann. § 35-8-110 Purpose -- supplemental principles of law -- interest rate
35-8-110. Purpose -- supplemental principles of law -- interest rate
(1) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
(2) If an obligation to pay interest arises under the provisions of this chapter and the rate of interest is not specified, then the rate is the rate of interest specified in 31-1-106 .
En. Sec. 3, Ch. 302, L. 1999.
Mont. Code Ann. § 35-8-111 Uniformity of application and construction
35-8-111. Uniformity of application and construction
Unless otherwise provided in this chapter, this chapter must be applied and construed to effectuate its general purpose to make the law with respect to the subject of this chapter among states enacting the Uniform Limited Liability Company Act.
En. Sec. 4, Ch. 302, L. 1999.
Source: Montana Legislative Services Division (mca.legmt.gov)URL: https://mca.legmt.gov/bills/mca/title_0350/chapter_0080/part_0010/sections_index.htmlFetched: 10/20/2026