Understanding Montana LLC Laws

The rules for starting and running a Montana limited liability company (LLC) are laid out by Montana LLC laws.

In this guide, we offer simple explanations to Montana LLC laws about:

LLC Formation Requirements
Registered Agent Duties and Appointment
Operating Agreements
Annual Report Requirements

To learn more about starting an LLC, visit our form an LLC guide.

LLC Formation Requirements

Montana LLC laws set out the requirements for forming an LLC. The State of Montana has created the ePass Montana online portal to simplify the process.

Montana LLC Formation Statute

The following LLC formation statutes are from the Montana Limited Liability Company Act:

35-8-202. Articles of organization.

(1) The articles of organization must set forth:

(a) the name of the limited liability company that satisfies the requirements of 35-8-103;

(b) whether the company is a term company and, if so, the term specified;

(d) the information required by 35-7-105(1);

(e) (i) if the limited liability company is to be managed by a manager or managers, a statement that the company is to be managed in that fashion and the names and business mailing addresses of managers who are to serve as managers until the first meeting of members or until their successors are elected;

(ii) if the management of a limited liability company is reserved to the members, a statement that the company is to be managed in that fashion and the names and business mailing addresses of the initial members;

(f) whether one or more members of the company are to be liable for the limited liability company's debts and obligations under 35-8-304(3);

(g) if the limited liability company is a professional limited liability company, a statement to that effect and a statement of the professional service or services it will render;

(h) if the limited liability company has one or more series of members, the operating agreement of each series of members in writing;

(i) if the limited liability company has one or more series of members, a statement of whether the debts or liabilities of any series of members are to be enforceable against the assets of that series of members only and not against the assets of another series of members or the limited liability company generally;

(j) if the limited liability company has one or more series of members, a statement setting forth the relative rights, powers, and duties of each series of members or indicating that the relative rights, powers, and duties of each series of members will be set forth in the operating agreement or established as provided in the operating agreement; and

(k) any other provision, not inconsistent with law, that the members elect to set out in the articles, including but not limited to a statement of whether there are limitations on the authority of members or management to bind the limited liability company.

(2) It is not necessary to set out in the articles of organization any of the powers enumerated in 35-8-107.

(3) The articles of organization may not vary the nonwaivable provisions set out in 35-8-109. As to all other matters, if any provision of an operating agreement is inconsistent with the articles of organization:

(a) the operating agreement controls as to managers, members, and a member's transferee; and

(b) the articles of organization control as to a person, other than a manager, member, and member's transferee, that reasonably relies on the articles of organization to that person's detriment.

(4) The articles of organization or operating agreement may provide that the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular series of members are enforceable against the assets of that series of members only and not against the assets of the limited liability company generally or any other series of members.

Start forming your LLC by reading our Best LLC Services review.

What This Means: Key Takeaways*

The Montana LLC statute provides the requirements for setting up (or forming) an LLC. The State of Montana offers online LLC filing to meet these requirements.

Required Information for Montana LLC Formation:

LLC’s name (Must meet Montana LLC naming requirements)
LLC principal office’s street address
Registered agent’s name and Montana registered office street address
Whether the LLC will be member-managed or manager-managed, and the names and business mailing addresses of the initial members/managers
Professional LLCs must list the related profession
If there are more than one series of members, information will be required regarding the additional series

Optional Information for Montana LLC Formation:

LLC organizers can add their own provisions as long as the provisions don’t conflict with LLC statute.

Recommended: For help with completing the LLC formation forms, visit our Montana LLC Articles of Organization guide.

Registered Agent Duties and Appointment

Montana LLC laws define the duties and appointment of the LLC registered agent.

Montana LLC Registered Agent Statute

The following registered agent statutes are from the Montana Model Registered Agents Act:

35-7-114. Duties of registered agent. The only duties under this chapter of a registered agent that has complied with this chapter are:

(1) to forward to the represented entity at the address most recently supplied to the agent by the entity any process, notice, or demand that is served on the agent;

(2) to provide the notices required by this chapter to the entity at the address most recently supplied to the agent by the entity;

(3) if the agent is a noncommercial registered agent, to keep current the information required by 35-7-105(1) in the most recent registered agent filing for the entity; and

(4) if the agent is a commercial registered agent, to keep current the information listed for it under 35-7-106(1).

What This Means: Key Takeaways*

A registered agent’s job is to accept service of process (legal summons to a lawsuit).

A Montana registered agent must:

Maintain a registered office in Montana (i.e., no P.O. boxes)
Be an individual, a Montana corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address

Registered agent information is kept on file by the State of Montana. If you change your registered agent or if your registered agent resigns, you must file a change of registered agent form.

Best Registered Agents

Learn how to choose the best registered agent for your LLC.

Best Services

Operating Agreement

Montana LLC laws provide guidelines for creating and maintaining an LLC operating agreement.

The following operating agreement statutes are from the Montana Limited Liability Company Act:

35-8-109. Effect of operating agreement -- nonwaivable provisions.

(1) Except as provided in subsection (2), 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) 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

(3) 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;

(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.

History: En. Sec. 2, Ch. 302, L. 1999.

What This Means: Key Takeaways*

An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”

Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.

When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.

If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.

Creating an Operating Agreement

Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:

Each member’s responsibilities
How new members will be admitted
How existing members may transfer or terminate their membership
How profits and dividends will be distributed
The process for amending the operating agreement

Use our free operating agreement template or learn more with our What Is an Operating Agreement guide.

Annual Report Requirements

Montana LLC laws set out the requirements for annual LLC reporting. The State of Montana has created the ePass Business portal to simplify the process.

Montana LLC Annual Report Statute

The following annual report statutes are from the Montana Limited Liability Company Act:

35-8-208. Annual report for secretary of state.

(1) A limited liability company or a foreign limited liability company authorized to transact business in this state shall deliver to the secretary of state, for filing, an annual report that sets forth:

(a) the name of the limited liability company and the jurisdiction under whose law it is organized;

(b) the information required by 35-7-105(1);

(d) (i) if the limited liability company is managed by a manager or managers, a statement that the company is managed in that fashion and the names and business mailing addresses of the managers;

(ii) if the management of a limited liability company is reserved to the members, a statement to that effect and the names and business mailing addresses of the members;

(e) that the management of a series of members is vested in the members associated with the series of members;

(f) if the limited liability company is a professional limited liability company, a statement that all of its members and not less than one-half of its managers are qualified persons with respect to the limited liability company.

(2) Information in the annual report must be current as of the date the annual report is executed on behalf of the limited liability company.

(3) The first annual report must be delivered to the secretary of state between January 1 and April 15 of the year following the calendar year in which a domestic limited liability company is organized or a foreign limited liability company is authorized to transact business. Subsequent annual reports must be delivered to the secretary of state between January 1 and April 15.

(4) If an annual report does not contain the information required by this section, the secretary of state shall promptly deliver a notice to the reporting domestic or foreign limited liability company and return the report to the limited liability company for correction.

(5) The annual report must be executed by at least one member of the limited liability company or by the authorized agent.

(6) A domestic professional limited liability company or a foreign professional limited liability company authorized to transact business in this state shall annually file before April 15, with each licensing authority having jurisdiction over a professional service of a type described in its articles of organization, a statement of qualification setting forth the names and addresses of the members and managers of the company and additional information that the licensing authority may by rule prescribe as appropriate in determining whether the company is complying with the provisions of part 13 of this chapter and rules promulgated under part 13 of this chapter. The licensing authority may charge a fee to cover the cost of filing a statement of qualification.

What This Means: Key Takeaways*

You can file your Montana annual report online.

Your Montana LLC annual report must state the following information (and must be current as of the date of filing):

LLC’s name (Must meet Montana LLC naming requirements)
LLC principal office’s street address
Registered agent’s name and Montana registered office street address
Whether the LLC will be member-managed or manager-managed, and the names and business mailing addresses of the initial members/managers
Professional LLCs must list the related profession
If there are more than one series of members, information will be required regarding the additional series

Annual Report Due Dates:

Annual reports are due by April 15 each year.

*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.