Generate document
Generate

The Montana LLC operating agreement is a legal document that allows the owners of a limited liability company to set standards and precedents for which the company will be built upon and follow according to law. You can set voting rights, managerial duties, day-to-day operations, distribution of assets, and more.

From MT Code § 35-8-102 (2019):

(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.

Montana Operating Agreement Law

Per Title 35, Chapter 8, Part 1 of the Montana State Code:

(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
(c) vary the process for admission of members under 35-8-707.
(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;
(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.

Forming an LLC in Montana

  1. Conduct a name search
  2. Choose a registered agent
  3. File formation articles
  4. Draft an operating agreement

All LLC formations in Montana must have the words “Limited Liability Company”, “L.L.C.”, or one of the following variations:

  • L.L.C.
  • LC
  • L.C.
  • Std. Liability Co.

The official name may not include reference to government agencies or be too similar to other businesses in the state. Some professional LLCs may require additional verification of a licensed LLC organizer to use the title in their name (attorney, cpa, etc).

To verify that your name is available, you can search the Montana Secretary of State Business Name Database for availability beforehand.

Step 2: Choose Your Registered Agent

When choosing to do business as an LLC in Montana, you’ll need to appoint a registered agent. This agent will be someone who will agree to receive papers on behalf of the LLC should it ever be sued. They can be an individual living in Montana with a physical Montana address, or a business entity with the authority to do business in Montana.

Individuals should also be:

  • A resident of Montana
  • 18 years or older
  • Available 9AM-5PM on business days at the address.

Step 3: File Your Formation Articles

New businesses being formed in Montana must file their articles online.

Domestic formations must file Articles of Organization.

Online Filing (Domestic):

  • $70 filing fee
  • Turnaround time: 1 business day
  • Create an account and submit online

Foreign LLCs expanding to Montana must file a Certificate of Authority.

Online Filing (Foreign):

  • $70 filing fee
  • Turnaround time: 1 business day
  • Create an account and submit online along with a Certificate of Existence from the home state’s jurisdiction

Step 4: Draft a Montana Operating Agreement

Drafting a Montana LLC is optional, however it is highly recommended that all businesses use this document to outline their company’s operations, management, and more.

This document can be used to enforce legal responsibilities within a company in situations where there is a disagreement, dissolution, or restructuring. It can also be used in court, although it does not need to be filed with the state to be legally enforceable.