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MontanaHB 46369th Legislature, Regular Session (2025)House

Revise business laws relating to conversion of certain business entities

Sponsored By: Steve Fitzpatrick (Republican)

Signed by Governor

Economic Development

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Bill Overview

Analyzed Economic Effects

3 provisions identified: 2 benefits, 0 costs, 1 mixed.

After conversion, rights and debts continue

When the conversion takes effect, all property, contracts, debts, and other obligations stay with the new entity without a transfer. The converted business is the same legal entity and keeps the LLC’s original formation date. A conversion does not dissolve the LLC or require winding up. If someone becomes personally liable only because of the conversion, that person is liable only for obligations that arise after the conversion. People who were liable before still handle old liabilities under the old LLC rules.

Montana LLCs can become corporations or LLPs

The law lets a Montana LLC convert into a Montana corporation or a limited liability partnership. Members must approve the written plan as the operating agreement requires, or unanimously. Anyone who would gain personal interest‑holder liability must separately sign a written consent before the conversion.

Steps and filings to convert your LLC

The plan of conversion must be in writing and explain what each member or transferee gets (new interests, cash, or other pay). It must list both entity names, the new entity’s type and state, and include the full post‑conversion governing documents. After approval, the LLC files articles of conversion with the Montana Secretary of State, includes the formation document for the new entity, and pays filing fees. The filing takes effect at once or on a later date you set, up to 90 days after filing. The law also sets formation‑document standards for the new corporation or LLP and updates definitions, and it lets some converted‑entity documents be filed without signatures.

Sponsors & Cosponsors

Sponsor

  • Steve Fitzpatrick

    Republican • House

Cosponsors

  • Willis Curdy

    Democrat • Senate

Roll Call Votes

All Roll Calls

Yes: 396 • No: 1

Senate vote • 4/9/2025

Do Concur

Yes: 49 • No: 0

Senate vote • 4/8/2025

Do Concur

Yes: 50 • No: 0

House vote • 3/4/2025

Do Pass

Yes: 99 • No: 0

House vote • 3/1/2025

Do Pass As Amended

Yes: 98 • No: 1

House vote • 3/1/2025

AMD-HB0463.002.001 Fitzpatrick S DO PASS

Yes: 100 • No: 0

Actions Timeline

  1. Chapter Number Assigned

    5/5/2025House

  2. Signed by Governor

    5/1/2025House

  3. Transmitted to Governor

    4/22/2025House

  4. Signed by President

    4/22/2025Senate

  5. Signed by Speaker

    4/18/2025House

  6. Returned from Enrolling

    4/11/2025House

  7. Sent to Enrolling

    4/9/2025House

  8. 3rd Reading

    4/9/2025Senate

  9. 2nd Reading

    4/8/2025Senate

  10. Committee Report

    3/20/2025Senate

  11. Committee Executive Action

    3/19/2025Senate

  12. Hearing

    3/15/2025Senate

  13. Referred to Committee

    3/5/2025Senate

  14. 1st Reading

    3/5/2025Senate

  15. Transmitted to Senate

    3/4/2025House

  16. 3rd Reading

    3/4/2025House

  17. 2nd Reading

    3/1/2025House

  18. 2nd Reading Motion to Amend

    3/1/2025House

  19. Committee Report

    2/26/2025House

  20. Committee Executive Action

    2/26/2025House

  21. Hearing

    2/14/2025House

  22. 1st Reading

    2/13/2025House

  23. Referred to Committee

    2/13/2025House

  24. Introduced

    2/12/2025House

Bill Text

  • Enrolled

    4/10/2025

    PDF

  • As Amended (Version 3)

    3/1/2025

    PDF

  • As Amended (Version 2)

    2/26/2025

    PDF

  • Introduced

    2/12/2025

    PDF

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