reglab/statecodes huggingface dataset:
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 2. Formation › 35-8-219. Knowledge and notice

35-8-219. Knowledge and notice.
(1) A person knows a fact if the person has actual knowledge of the fact.
(2) A person has notice of a fact if the person:
(a) knows the fact;
(b) has received a notification of the fact; or
(c) has reason to know that the fact exists from other facts known to the person at the time in question.
(3) A person notifies or gives a notification of a fact to another by taking steps reasonably required to inform the other person, whether or not the other person knows the fact.
(4) A person receives a notification when the notification:
(a) comes to the person's attention; or
(b) is delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.
(5) (a) An entity knows, has notice, or receives a notification of a fact for purposes of a particular transaction:
(i) when an individual conducting the transaction for the entity knows, has notice, or receives a notification of the fact; or
(ii) when the fact would have been brought to the individual's attention had the entity exercised reasonable diligence.
(b) (i) An entity exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction for the entity and there is reasonable compliance with the routines.
(ii) Reasonable diligence does not require an individual acting for the entity to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and to know that the transaction would be materially affected by the information.
History: En. Sec. 12, Ch. 302, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 3. Relations of Members and Managers to Persons Dealing With Limited Liability Company › 35-8-301. Agency power of members and managers

35-8-301. Agency power of members and managers.
(1) Except as provided in subsection (2), a member is an agent of the limited liability company for the purpose of its business or affairs and the act of a member, including but not limited to the execution of any instrument in the name of the limited liability company for apparently carrying on in the usual way the business or affairs of the limited liability company binds the limited liability company, unless the member so acting has, in fact, no authority to act for the limited liability company in the particular matter and the person with whom the member is dealing has knowledge of the fact that the member has no such authority.
(2) If the articles of organization provide that management of the limited liability company is vested in a manager or managers:
(a) a member, acting solely in the capacity as a member, may not be an agent of the limited liability company; and
(b) a manager is an agent of the limited liability company for the purpose of its business or affairs, and the act of a manager, including but not limited to the execution of any instrument in the name of the limited liability company for apparently carrying on in the usual way the business or affairs of the limited liability company, binds the limited liability company, unless the manager so acting has, in fact, no authority to act for the limited liability company in the particular matter and the person with whom the manager is dealing has knowledge of the fact that the manager has no such authority.
(3) An act of a manager or a member that is not apparently for carrying on in the usual way the business of the limited liability company does not bind the limited liability company, unless authorized in accordance with the articles of organization or the operating agreement, at the time of the transaction or at any other time.
(4) An act of a manager or member in contravention of a restriction on authority may not bind the limited liability company to persons having knowledge of the restriction.
(5) Unless the articles of organization state otherwise, a member with a majority interest in the limited liability company may represent the limited liability company in justice's court as provided in 25-31-601 and small claims court pursuant to 25-35-505.
History: En. Sec. 20, Ch. 120, L. 1993; amd. Sec. 3, Ch. 189, L. 2017.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 3. Relations of Members and Managers to Persons Dealing With Limited Liability Company › 35-8-302. Admissions of members and managers

35-8-302. Admissions of members and managers.
(1) Except as provided in subsection (2), an admission or representation made by a member concerning the business or affairs of a limited liability company within the scope of the member's authority as provided for by this chapter is evidence against the limited liability company.
(2) If the articles of organization provide that management of the limited liability company is vested in a manager or managers:
(a) an admission or representation made by a manager concerning the business or affairs of a limited liability company within the scope of the manager's authority, as provided for by this chapter, is evidence against the limited liability company; and
(b) the admission or representation of a member, acting solely in the capacity as a member, may not constitute evidence.
History: En. Sec. 21, Ch. 120, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 3. Relations of Members and Managers to Persons Dealing With Limited Liability Company › 35-8-303. Repealed

35-8-303. Repealed.
Sec. 56, Ch. 302, L. 1999.
History: En. Sec. 22, Ch. 120, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 3. Relations of Members and Managers to Persons Dealing With Limited Liability Company › 35-8-304. Liability of members, managers, and series of members to third parties

35-8-304. Liability of members, managers, and series of members to third parties.
(1) Except as provided in 39-51-1105 and subsection (3) of this section, a person who is a member or manager, or both, of a limited liability company is not liable, solely by reason of being a member or manager, or both, under a judgment, decree or order of a court, or in any other manner, for a debt, obligation, or liability of the limited liability company, whether arising in contract, tort, or otherwise or for the acts or omissions of any other member, manager, agent, or employee of the limited liability company.
(2) The failure of a limited liability company to observe the usual company formalities or requirements relating to the exercise of its company powers or management of its business is not a ground for imposing personal liability on the members or managers of the limited liability company.
(3) All or specified members of a limited liability company are liable in their capacity as members for all or specified debts, obligations, or liabilities of the company if:
(a) a provision to that effect is contained in the articles of organization; and
(b) a member named as liable has consented in writing to the adoption of the provision or to be bound by the provision.
(4) 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 company generally or any other series of members if:
(a) separate and distinct records are maintained for the series of members and the assets associated with the series of members are held, directly or indirectly, including through a nominee or otherwise, and accounted for separately from the other assets of the company and any other series of members; and
(b) unless otherwise provided in the articles of organization or operating agreement, debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the company generally or another series of members are not enforceable against the assets of the series of members.
History: En. Sec. 23, Ch. 120, L. 1993; amd. Sec. 2, Ch. 268, L. 1997; amd. Sec. 14, Ch. 302, L. 1999; amd. Sec. 4, Ch. 88, L. 2009; amd. Sec. 7, Ch. 183, L. 2013.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 3. Relations of Members and Managers to Persons Dealing With Limited Liability Company › 35-8-306. Limited liability company liability for member's or manager's conduct

35-8-306. Limited liability company liability for member's or manager's conduct.
A limited liability company is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission or other actionable conduct of a member or manager acting in the ordinary course of business of the company or with the authority of the company.
History: En. Sec. 15, Ch. 302, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 4. Rights and Duties of Members and Managers › 35-8-401. Repealed

35-8-401. Repealed.
Sec. 56, Ch. 302, L. 1999.
History: En. Sec. 24, Ch. 120, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 4. Rights and Duties of Members and Managers › 35-8-402. Repealed

35-8-402. Repealed.
Sec. 56, Ch. 302, L. 1999.
History: En. Sec. 25, Ch. 120, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 4. Rights and Duties of Members and Managers › 35-8-403. Repealed

35-8-403. Repealed.
Sec. 56, Ch. 302, L. 1999.
History: En. Sec. 26, Ch. 120, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 4. Rights and Duties of Members and Managers › 35-8-404. Repealed

35-8-404. Repealed.
Sec. 56, Ch. 302, L. 1999.
History: En. Sec. 27, Ch. 120, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 4. Rights and Duties of Members and Managers › 35-8-405. Records and information

35-8-405. Records and information.
(1) Unless otherwise provided in the articles of organization or a written operating agreement, a limited liability company shall keep at its principal place of business the following:
(a) a current and past list, setting forth the full name and last-known mailing address of each member and manager, if any, set forth in alphabetical order;
(b) a copy of the articles of organization and all amendments to the articles, together with executed copies of any powers of attorney pursuant to which any articles have been executed;
(c) copies of the limited liability company's federal, state, and local income tax returns and financial statements, if any, for the 3 most recent years or, if the returns and statements were not prepared for any reason, copies of the information and statements provided to or that should have been provided to the members to enable them to prepare their federal, state, and local tax returns for the period;
(d) copies of any effective written operating agreements and all amendments and copies of any written operating agreements no longer in effect;
(e) unless provided in writing in an operating agreement:
(i) a writing, if any, setting forth the amount of cash, the agreed value of other property or services contributed by each member, and the times or events upon which any additional contributions agreed to by each member are to be made;
(ii) a writing, if any, stating events that require the limited liability company to be dissolved and its affairs wound up; and
(iii) other writings, if any, prepared pursuant to a requirement in an operating agreement.
(2) (a) A member may, at the member's own expense, inspect and copy any limited liability company record, wherever the record is located, upon reasonable request during ordinary business hours.
(b) A former member and agents or attorneys of a former member must be provided access and the same right to copy records pertaining to the period that the former member was a member.
(3) Members, if the management of the limited liability company is vested in the members, or managers, if management of the limited liability company is vested in the managers, shall render, to the extent the circumstances make it just and reasonable, true and full information of all things affecting the members to any member and to the legal representative of any deceased member or of any member under legal disability.
(4) Failure of the limited liability company to keep or maintain any of the records or information required pursuant to this section may not be grounds for imposing liability on any person for the debts and obligations of the limited liability company.
History: En. Sec. 28, Ch. 120, L. 1993; amd. Sec. 18, Ch. 302, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 4. Rights and Duties of Members and Managers › 35-8-410. Actions by members

35-8-410. Actions by members.
(1) A member may maintain an action against a limited liability company or another member for legal or equitable relief, with or without an accounting as to the company's business, to enforce:
(a) the member's rights under the operating agreement;
(b) the member's rights under this chapter; or
(c) the rights and otherwise protect the interests of the member, including rights and interests arising independently of the member's relationship to the company.
(2) The accrual of a right of action under this section and any time limits for asserting the right of action for a remedy under this section are governed by the laws of this state. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
History: En. Sec. 19, Ch. 302, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 4. Rights and Duties of Members and Managers › 35-8-411. Continuation of term company after expiration of specified term

35-8-411. Continuation of term company after expiration of specified term.
(1) If a term company is continued after the expiration of the specified term, the rights and duties of the members and managers remain the same as they were at the expiration of the term except to the extent inconsistent with rights and duties of members and managers of an at-will company.
(2) If the members in a member-managed term company or the managers in a manager-managed term company continue the business without any winding up of the business of the company, it continues as an at-will company.
History: En. Sec. 20, Ch. 302, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 5. Finance › 35-8-501. Contributions to capital

35-8-501. Contributions to capital.
An interest in a limited liability company may be issued in exchange for tangible or intangible property or other benefit to the company, including money, promissory notes, services performed, or other agreements to contribute cash or property or contracts for services to be performed.
History: En. Sec. 29, Ch. 120, L. 1993; amd. Sec. 21, Ch. 302, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 5. Finance › 35-8-502. Liability for contribution

35-8-502. Liability for contribution.
(1) A promise by a member to contribute to the limited liability company is not enforceable unless set out in a writing signed by the member.
(2) (a) Except as provided in the articles of organization or the operating agreement, a member is obligated to the limited liability company to perform any enforceable promises to contribute cash or property or to perform services even if the member is unable to perform because of death, disability, or other reason.
(b) If a member does not make the required contribution of property or services, the member is obligated, at the option of the limited liability company, to contribute cash equal to that portion of value or the stated contribution that has not been made.
(3) (a) Unless otherwise provided in the articles of organization or the operating agreement, the obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only with the unanimous consent of the members.
(b) A creditor of a limited liability company who extends credit or otherwise acts in reliance on an obligation described in subsection (1), and without notice of any compromise under 35-8-307(3)(d), may enforce the original obligation.
History: En. Sec. 30, Ch. 120, L. 1993; amd. Sec. 22, Ch. 302, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 5. Finance › 35-8-503. Sharing of profits and losses

35-8-503. Sharing of profits and losses.
(1) Unless otherwise provided in the articles of organization or a written operating agreement, each member must be repaid that member's contributions to capital and share equally in the profits, losses, and surpluses remaining after all liabilities, including those to members, are satisfied.
(2) A distribution of the contributions and profits of a series of members of a limited liability company may not be made if, after giving the distribution effect:
(a) the limited liability company would not be able to pay the debts of the series of members from assets of the series of members as debts of the series become due in the usual course of business; or
(b) except as otherwise specifically permitted by the articles of organization or operating agreement, the total assets of the series of members would be less than the sum of the total liabilities of the series.
History: En. Sec. 31, Ch. 120, L. 1993; amd. Sec. 9, Ch. 183, L. 2013.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 5. Finance › 35-8-504. Member's and manager's rights to payments and reimbursement

35-8-504. Member's and manager's rights to payments and reimbursement.
(1) A limited liability company shall reimburse a member or manager for payments made and indemnify a member or manager for liabilities incurred by the member or manager in the ordinary course of the business of the company or for the preservation of the company's business or property.
(2) A limited liability company shall reimburse a member for an advance to the company beyond the amount of contribution that the member agreed to make.
(3) A payment or advance made by a member that gives rise to an obligation of a limited liability company under subsection (1) or (2) constitutes a loan to the company upon which interest accrues from the date of the payment or advance.
(4) A member is not entitled to remuneration for services performed for a limited liability company except for reasonable compensation for services rendered in winding up the business of the company.
History: En. Sec. 23, Ch. 302, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 6. Distributions › 35-8-601. Sharing of distributions

35-8-601. Sharing of distributions.
Except as provided in 35-8-905, distributions of cash or other assets of a limited liability company must be shared among the members and among classes of members in the manner provided in writing in the articles of organization or the operating agreement. If the articles of organization or the operating agreement does not so provide in writing, each member shall share equally in any distribution. A member is entitled to receive distributions described in this section from a limited liability company to the extent and at the times or upon the happening of the events specified in the articles of organization or the operating agreement or at the times determined by the members or managers pursuant to 35-8-307(3)(f).
History: En. Sec. 32, Ch. 120, L. 1993; amd. Sec. 24, Ch. 302, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 6. Distributions › 35-8-602. Repealed

35-8-602. Repealed.
Sec. 56, Ch. 302, L. 1999.
History: En. Sec. 33, Ch. 120, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 6. Distributions › 35-8-603. Distribution in kind

35-8-603. Distribution in kind.
Except as provided in the articles of organization or the operating agreement:
(1) a member, regardless of the nature of the member's contribution, may not demand or receive any distribution from a limited liability company in any form other than cash; and
(2) a member may not be compelled to accept from a limited liability company a distribution of any asset in kind to the extent that the percentage of the asset distributed to the members exceeds a percentage of that asset that is equal to the percentage in which the member shares in distributions from the limited liability company.
History: En. Sec. 34, Ch. 120, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 6. Distributions › 35-8-604. Distributions

35-8-604. Distributions.
(1) A distribution may not be made if, after giving effect to the distribution:
(a) the limited liability company would not be able to pay its debts as they become due in the usual course of business; or
(b) the limited liability company's total assets would be less than the sum of its total liabilities plus, unless the articles of organization or the operating agreement provides otherwise, the amount that would be needed, if the limited liability company were to be dissolved at the time of the distribution, to satisfy the preferential rights of other members upon dissolution that are superior to the rights of the member receiving the distribution.
(2) The limited liability company may base a determination that a distribution is not prohibited under subsection (1) on either:
(a) financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances; or
(b) a fair valuation or other method that is reasonable under the circumstances.
(3) Except as provided in subsection (5), the effect of a distribution under subsection (1) is measured as of:
(a) the date the distribution is authorized if the payment occurs within 120 days after the date of authorization; or
(b) the date payment is made if it occurs more than 120 days after the date of authorization.
(4) A limited liability company's indebtedness to a member incurred by reason of a distribution to be made to that member in accordance with this section is at parity with the limited liability company's indebtedness to its general unsecured creditors, except as otherwise provided by agreement.
(5) For purposes of this section:
(a) if terms of indebtedness provide that payment of principal and interest is to be made only if and to the extent that payment of a distribution to members could then be made under this section, indebtedness of a limited liability company, including indebtedness issued as a distribution, is not a liability for purposes of determinations made under subsection (2); and
(b) if the indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is actually made.
History: En. Sec. 35, Ch. 120, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 6. Distributions › 35-8-605. Liability upon wrongful distribution

35-8-605. Liability upon wrongful distribution.
(1) A member or manager who votes for or assents to a distribution in violation of the articles of organization, the operating agreement, or 35-8-604 is personally liable to the limited liability company, but not to other persons, for the amount of the distribution that exceeds what could have been distributed without violating 35-8-604 or the articles of organization or the operating agreement if it is established that the member or manager did not perform the member's or manager's duties in compliance with 35-8-310.
(2) A member of a manager-managed company who knew a distribution was made in violation of 35-8-604, the articles of organization, or the operating agreement is personally liable to the company, but only to the extent that the distribution received by that member exceeded the amount that could have properly been paid to that member under 35-8-604.
(3) A member or manager against whom an action is brought under this section may implead in the action:
(a) other members and managers who voted for or assented to the distribution in violation of subsection (1) and may compel contribution from them; and
(b) members who received a distribution in violation of subsection (2) and may compel a contribution from the members in the amount received in violation of subsection (2).
(4) A proceeding under this section is barred unless it is commenced within 2 years after the date of the distribution.
History: En. Sec. 36, Ch. 120, L. 1993; amd. Sec. 25, Ch. 302, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 6. Distributions › 35-8-606. Right to distribution

35-8-606. Right to distribution.
Subject to 35-8-905, when a member becomes entitled to receive a distribution, the member has the status of and is entitled to all remedies available to a creditor of the limited liability company with respect to the distribution.
History: En. Sec. 37, Ch. 120, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 8. Montana Limited Liability Company Act › Part 7. Ownership and Transfer of Property › 35-8-701. Ownership of limited liability company property

35-8-701. Ownership of limited liability company property.
(1) Property transferred to or otherwise acquired by a limited liability company becomes property of the limited liability company. A member has no interest in specific limited liability company property.
(2) Property may be acquired, held, and conveyed in the name of the limited liability company. Any estate in real property may be acquired in the name of the limited liability company, and title to any estate acquired must vest in the limited liability company rather than in the members individually.
History: En. Sec. 38, Ch. 120, L. 1993.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.