reglab/housing_qa huggingface dataset:
MT Code § 35-8-702 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 8. Montana Limited Liability Company Act|Part 7. Ownership and Transfer of Property|35-8-702. Transfer of real property

  35-8-702. Transfer of real property. (1) Except as provided in subsection (5), title to property of the limited liability company that is held in the name of the limited liability company may be transferred by an instrument of transfer executed by any member in the name of the limited liability company.   (2) Title to property of the limited liability company that is held in the name of one or more members or managers may be transferred by an instrument of transfer executed by the persons in whose name title is held if there is an indication in the instrument transferring title to the property to them of:   (a) their capacity as members or managers of a limited liability company; or   (b) the existence of a limited liability company, even if the name of the limited liability company is not indicated.   (3) Property transferred under subsection (1) or (2) may be recovered by the limited liability company if it proves that the act of the person executing the instrument of transfer did not bind the limited liability company under 35-8-301 unless the property has been transferred by the initial transferee or a person claiming through the initial transferee to a subsequent transferee who gives value without having notice that the person who executed the instrument of initial transfer lacked authority to bind the limited liability company.   (4) Title to property of the limited liability company may be transferred free of any claims of the limited liability company or its members by the persons in whose name title is held to a transferee who gives value without having notice that it is property of a limited liability company if title is held in the name of one or more persons other than the limited liability company and there is no indication in the instrument transferring title to the property to them of:   (a) their capacity as members or managers of a limited liability company; or   (b) the existence of a limited liability company.   (5) If the articles of organization provide that management of the limited liability company is vested in a manager or managers:   (a) title to property of the limited liability company that is held in the name of the limited liability company may be transferred by an instrument of transfer executed by any manager in the name of the limited liability company; and   (b) a member, acting solely in the capacity of a member, may not transfer title as provided in subsection (5)(a).   History: En. Sec. 39, Ch. 120, L. 1993.
MT Code § 35-8-703 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 8. Montana Limited Liability Company Act|Part 7. Ownership and Transfer of Property|35-8-703. Nature of distributional interest

  35-8-703. Nature of distributional interest. (1) A member is not a co-owner of, and does not have a transferable interest in, property of a limited liability company.   (2) A member's distributional interest in a limited liability company is personal property and, subject to the provisions of 35-8-707, may be transferred in whole or in part.   (3) An operating agreement may provide that a member's distributional interest may be evidenced by a certificate of the interest issued by the limited liability company and, subject to the provisions of 35-8-707, may also provide for the transfer of any interest represented by the certificate.   History: En. Sec. 40, Ch. 120, L. 1993; amd. Sec. 26, Ch. 302, L. 1999.
MT Code § 35-8-704 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 8. Montana Limited Liability Company Act|Part 7. Ownership and Transfer of Property|35-8-704. Repealed

  35-8-704. Repealed. Sec. 56, Ch. 302, L. 1999.   History: En. Sec. 41, Ch. 120, L. 1993.
MT Code § 35-8-705 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 8. Montana Limited Liability Company Act|Part 7. Ownership and Transfer of Property|35-8-705. Rights of judgment creditor

  35-8-705. Rights of judgment creditor. (1) On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the distributional interest of the member with payment of the unsatisfied amount of judgment, with interest. To the extent charged, the judgment creditor has only the rights of an assignee of the distributional interest. This chapter does not deprive a member of the benefit of any exemption laws applicable to a distributional interest.   (2) The court may appoint a receiver of the share of the distributions due or to become due to a judgment debtor and make all other orders, directions, accounts, and inquiries that the judgment debtor may have made or that the circumstances require to give effect to the charging order.   (3) A charging order constitutes a lien on the judgment debtor's distributional interest. The court may order a foreclosure of a lien on a distributional interest subject to the charging order at any time. A purchaser of the distributional interest at a foreclosure sale has the rights of a transferee.   (4) At any time before foreclosure, a distributional interest that is charged may be redeemed:   (a) by the judgment debtor;   (b) by one or more of the other members with property other than the company's; or   (c) with the company's property if permitted by the operating agreement.   (5) This section provides the exclusive remedy by which a judgment creditor of a member or a transferee may satisfy a judgment out of the judgment debtor's distributional interest in a limited liability company.   History: En. Sec. 42, Ch. 120, L. 1993; amd. Sec. 28, Ch. 302, L. 1999.
MT Code § 35-8-706 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 8. Montana Limited Liability Company Act|Part 7. Ownership and Transfer of Property|35-8-706. Repealed

  35-8-706. Repealed. Sec. 56, Ch. 302, L. 1999.   History: En. Sec. 43, Ch. 120, L. 1993.
MT Code § 35-8-707 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 8. Montana Limited Liability Company Act|Part 7. Ownership and Transfer of Property|35-8-707. Transfer of distributional interest -- rights of transferee

  35-8-707. Transfer of distributional interest -- rights of transferee. (1) A transfer of a member's distributional interest does not entitle the transferee to become a member or to exercise any rights of a member. A transfer entitles the transferee to receive, to the extent transferred, only the distributions to which the transferor would be entitled.   (2) A transferee of a distributional interest may become a member of a limited liability company if and to the extent that the transferor gives the transferee the right in accordance with authority described in writing in the operating agreement or if all other members consent.   (3) A transferee who has become a member, to the extent transferred, has the rights and powers, and is subject to the restrictions and liabilities, of a member under the operating agreement of a limited liability company and the provisions of this chapter. A transferee who becomes a member also is liable for the transferor member's obligations to make contributions under 35-8-502 and for obligations under 35-8-605 to return unlawful distributions, but the transferee is not obligated for the transferor member's liabilities unknown to the transferee at the time that the transferee becomes a member.   (4) Whether or not a transferee of a distributional interest becomes a member under subsection (2), the transferor is not released from liability to the limited liability company under the operating agreement or the provisions of this chapter.   (5) A transferee who does not become a member is not entitled to participate in the management or conduct of the limited liability company's business, may not require access to information concerning the company's transactions, and may not inspect or copy any of the company's records.   (6) A transferee who does not become a member is entitled to:   (a) receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;   (b) receive, upon dissolution and winding up of the limited liability company's business:   (i) in accordance with the transfer, the net amount otherwise distributable to the transferor; and   (ii) a statement of account only from the date of the latest statement of account agreed to by all the members; and   (c) seek under 35-8-902(2) a judicial determination that it is equitable to dissolve and wind up the company's business.   (7) A limited liability company does not have to give effect to a transfer until it has notice of the transfer.   History: En. Sec. 27, Ch. 302, L. 1999.
MT Code § 35-8-801 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 8. Montana Limited Liability Company Act|Part 8. Admission and Withdrawal of Members|35-8-801. Repealed

  35-8-801. Repealed. Sec. 56, Ch. 302, L. 1999.   History: En. Sec. 44, Ch. 120, L. 1993.
MT Code § 35-8-802 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 8. Montana Limited Liability Company Act|Part 8. Admission and Withdrawal of Members|35-8-802. Repealed

  35-8-802. Repealed. Sec. 56, Ch. 302, L. 1999.   History: En. Sec. 45, Ch. 120, L. 1993.
MT Code § 35-8-804 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 8. Montana Limited Liability Company Act|Part 8. Admission and Withdrawal of Members|35-8-804. Member's power to dissociate -- wrongful dissociation

  35-8-804. Member's power to dissociate -- wrongful dissociation. (1) Unless otherwise provided in the operating agreement, a member has the power to dissociate from a limited liability company at any time, rightfully or wrongfully, pursuant to 35-8-803(1)(a).   (2) If the operating agreement has not eliminated a member's power to dissociate, the member's dissociation from a limited liability company is wrongful only if:   (a) it is in breach of an express provision of the agreement; or   (b) before the expiration of the specified term of a term company:   (i) the member withdraws by express will;   (ii) the member is expelled by judicial determination under 35-8-803(1)(f);   (iii) the member is dissociated by becoming a debtor in bankruptcy; or   (iv) in the case of a member that is not an individual, trust, other than a business trust, or estate, the member is expelled or otherwise dissociated because it willfully dissolved or terminated its existence.   (3) A member that wrongfully dissociates from a limited liability company is liable to the company and to the other members for damages caused by the dissociation. The liability is in addition to any other obligation of the member to the company or to the other members.   (4) If a limited liability company does not dissolve and wind up its business as a result of a member's wrongful dissociation under subsection (2), damages sustained by the company for the wrongful dissociation must be offset against distributions otherwise due the member after the dissociation.   History: En. Sec. 31, Ch. 302, L. 1999; amd. Sec. 11, Ch. 183, L. 2013.
MT Code § 35-8-805 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 8. Montana Limited Liability Company Act|Part 8. Admission and Withdrawal of Members|35-8-805. Effect of member's dissociation

  35-8-805. Effect of member's dissociation. (1) Upon a member's dissociation:   (a) in an at-will company, the company shall cause the dissociated member's distributional interest to be purchased as provided under 35-8-808 and 35-8-809; and   (b) in a term company:   (i) if the company dissolves and winds up its business on or before the expiration of its specified term, part 9 of this chapter applies to determine the dissociated member's rights to distributions; and   (ii) if the company does not dissolve and wind up its business on or before the expiration of its specified term, the company shall ensure that the dissociated member's distributional interest is purchased under 35-8-808 and 35-8-809 on the date that was specified for the expiration of the term at the time of the member's dissociation.   (2) Upon a member's dissociation from a limited liability company:   (a) the member's right to participate in the management and conduct of the company's business terminates, except as otherwise provided in 35-8-903, and the member ceases to be a member and must be treated the same as a transferee of a member;   (b) the member's duty of loyalty under 35-8-310(2)(c) terminates; and   (c) the member's duty of loyalty under 35-8-310(2)(a) and (2)(b) and duty of care under 35-8-310(3) continue only with regard to matters arising and events occurring before the member's dissociation, unless the member participates in winding up the company's business pursuant to 35-8-903.   History: En. Sec. 32, Ch. 302, L. 1999.
MT Code § 35-8-806 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 8. Montana Limited Liability Company Act|Part 8. Admission and Withdrawal of Members|35-8-806. and 35-8-807 reserved

  35-8-806 and 35-8-807 reserved.
MT Code § 35-8-808 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 8. Montana Limited Liability Company Act|Part 8. Admission and Withdrawal of Members|35-8-808. Company purchase of distributional interest

  35-8-808. Company purchase of distributional interest. (1) A limited liability company shall purchase a distributional interest of a:   (a) member of an at-will company for its fair value determined as of the date of the member's dissociation if the member's dissociation does not result in a dissolution and winding up of the company's business under 35-8-901; or   (b) member of a term company for its fair value determined as of the date of the expiration of the specified term that existed on the date of the member's dissociation if the expiration of the specified term does not result in a dissolution and winding up of the company's business under 35-8-903.   (2) A limited liability company shall deliver a purchase offer to the dissociated member whose distributional interest is entitled to be purchased not later than 30 days after the date determined under subsection (1). The purchase offer must be accompanied by:   (a) a statement of the company's assets and liabilities as of the date determined under subsection (1);   (b) the latest available balance sheet and income statement, if any; and   (c) an explanation of how the estimated amount of the payment was calculated.   (3) If the price and other terms of a purchase of a distributional interest are fixed or are to be determined by the operating agreement, the price and terms so fixed or determined govern the purchase unless the purchaser defaults. If a default occurs, the dissociated member is entitled to commence a proceeding to have the company dissolved under 35-8-902(1)(d).   (4) If an agreement to purchase the distributional interest is not made within 120 days after the date determined under subsection (1), the dissociated member, within another 120 days, may commence a proceeding against the limited liability company to enforce the purchase. The company, at its expense, shall notify in writing all of the remaining members and any other person that the court directs of the commencement of the proceeding. The jurisdiction of the court in which a proceeding is commenced under this subsection is plenary and exclusive.   (5) The court shall determine the fair value of the distributional interest in accordance with the standards set forth in 35-8-809, together with the terms for the purchase. Upon making these determinations, the court shall order the limited liability company to purchase or cause the purchase of the interest.   (6) Damages for wrongful dissociation under 35-8-804(2) and all other amounts owing, whether or not currently due, from the dissociated member to a limited liability company, must be offset against the purchase price.   History: En. Sec. 33, Ch. 302, L. 1999.
MT Code § 35-8-809 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 8. Montana Limited Liability Company Act|Part 8. Admission and Withdrawal of Members|35-8-809. Court action to determine fair value of distributional interest

  35-8-809. Court action to determine fair value of distributional interest. (1) In an action brought to determine the fair value of a distributional interest in a limited liability company, the court shall:   (a) determine the fair value of the interest, considering among other relevant evidence the going concern value of the company, any agreement among some or all of the members fixing the price or specifying a formula for determining value of distributional interests for any other purpose, the recommendations of any appraiser appointed by the court, and any legal constraints on the company's ability to purchase the interest;   (b) specify the terms of the purchase, including, if appropriate, terms for installment payments, subordination of the purchase obligation to the rights of the company's other creditors, security for a deferred purchase price, and a covenant not to compete or other restriction on a dissociated member; and   (c) require the dissociated member to deliver an assignment of the interest to the purchaser upon receipt of the purchase price or the first installment of the purchase price.   (2) After the dissociated member delivers the assignment, the dissociated member has no further claim against the company, its members, officers, or managers, if any, other than a claim to any unpaid balance of the purchase price or a claim under any agreement with the company or the remaining members that is not terminated by the court.   (3) If the purchase is not completed in accordance with the court's specified terms, the company is to be dissolved upon application under 35-8-902(1)(d). If a limited liability company is so dissolved, the dissociated member has the same rights and priorities in the company's assets as if the sale of the distributional interest had not been ordered.   (4) If the court finds that a party to the proceeding acted arbitrarily, vexatiously, or not in good faith, it may award one or more other parties reasonable expenses, including attorney fees and the expenses of appraisers or other experts, incurred in the proceeding. The finding may be based on the company's failure to make an offer to pay or to comply with 35-8-808(2).   (5) Interest must be paid on the amount awarded from the date determined under 35-8-808(1) to the date of payment.   History: En. Sec. 34, Ch. 302, L. 1999.
MT Code § 35-8-810 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 8. Montana Limited Liability Company Act|Part 8. Admission and Withdrawal of Members|35-8-810. reserved

  35-8-810 reserved.
MT Code § 35-8-811 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 8. Montana Limited Liability Company Act|Part 8. Admission and Withdrawal of Members|35-8-811. Dissociated member's power to bind limited liability company

  35-8-811. Dissociated member's power to bind limited liability company. For 2 years after a member dissociates without the dissociation resulting in a dissolution and winding up of a limited liability company's business, the company, including a surviving company under part 12 of this chapter, is bound by an act of the dissociated member that would have bound the company under 35-8-301 before dissociation only if at the time of entering into the transaction the other party:   (1) reasonably believed that the dissociated member was then a member;   (2) did not have notice of the member's dissociation; and   (3) is not considered to have had notice under 35-8-812.   History: En. Sec. 35, Ch. 302, L. 1999.
MT Code § 35-8-812 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 8. Montana Limited Liability Company Act|Part 8. Admission and Withdrawal of Members|35-8-812. Statement of dissociation

  35-8-812. Statement of dissociation. (1) A dissociated member or a limited liability company shall file in the office of the secretary of state a statement of dissociation, stating the name of the company and that the member is dissociated from the company.   (2) For the purposes of 35-8-301 and 35-8-811, a person not a member is considered to have notice of the dissociation 90 days after the statement of dissociation is filed.   History: En. Sec. 36, Ch. 302, L. 1999.
MT Code § 35-8-902 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 8. Montana Limited Liability Company Act|Part 9. Dissolution|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.   History: En. Sec. 47, Ch. 120, L. 1993; amd. Sec. 38, Ch. 302, L. 1999; amd. Sec. 13, Ch. 183, L. 2013.