All Roll Calls
Yes: 390 • No: 1
MontanaHB 46369th Legislature, Regular Session (2025)HouseWALLET
Revise business laws relating to conversion of certain business entities
Sponsored By: Steve Fitzpatrick (Republican)
Became Law
Economic Development
Your PRIA Score
Score Hidden
Personalized for You
How does this bill affect your finances?
Sign up for a PRIA Policy Scan to see your personalized alignment score for this bill and every other piece of legislation we track. We analyze your financial profile against policy provisions to show you exactly what matters to your wallet.
Bill Overview
Analyzed Economic Effects
3 provisions identified: 0 benefits, 0 costs, 3 mixed.
File papers and choose start date
After approval, file articles of conversion with the Montana Secretary of State and pay the filing fees. Attach the corporation’s articles or the LLP registration, as applies. The filing can set a start date and time up to 90 days after filing. Corporate articles and LLP registrations must meet Montana content rules, and the LLP registration does not need a signature.
Montana LLCs can change entity type
A Montana LLC can convert into a Montana corporation or a Montana limited liability partnership. Members must approve a written plan as the operating agreement requires. Anyone who would take on personal liability must give separate written consent. The plan must explain how interests change, name the entities, and include the full text of the new articles or partnership papers. The plan can add any lawful terms and can depend on clear outside facts.
What carries over and who is liable
When the conversion takes effect, the new entity keeps all the LLC’s property, contracts, debts, and rights without a transfer. The business is treated as the same entity and keeps its original organization date, and members’ interests change as the plan says. A conversion is not a dissolution, so operations do not need to wind up. If you gain personal liability only because of the conversion, you are liable only for debts that arise after it takes effect, unless the new entity’s lawful rules say otherwise. Any personal liability that existed before the conversion still applies, and related creditor and contribution rights stay under the old rules.
Sponsors & Cosponsors
Sponsor
Steve Fitzpatrick
Republican • House
Cosponsors
Willis Curdy
Democrat • Senate
Roll Call Votes
House vote • 4/9/2025
Do Concur
Yes: 49 • No: 0
House vote • 4/8/2025
Do Concur
Yes: 48 • No: 0
House vote • 3/4/2025
Do Pass
Yes: 99 • No: 0
House vote • 3/1/2025
AMD-HB0463.002.001 Fitzpatrick S DO PASS
Yes: 98 • No: 0
House vote • 3/1/2025
Do Pass As Amended
Yes: 96 • No: 1
Actions Timeline
Chapter Number Assigned
5/5/2025HouseSigned by Governor
5/1/2025HouseTransmitted to Governor
4/22/2025HouseSigned by President
4/22/2025SenateSigned by Speaker
4/18/2025HouseReturned from Enrolling
4/11/2025HouseSent to Enrolling
4/9/2025House3rd Reading Concurred
4/9/2025Senate2nd Reading Concurred
4/8/2025SenateCommittee Report--Bill Concurred
3/20/2025SenateCommittee Executive Action--Bill Concurred
3/19/2025SenateHearing
3/15/2025SenateReferred to Committee
3/5/2025SenateFirst Reading
3/5/2025SenateTransmitted to Senate
3/4/2025House3rd Reading Passed
3/4/2025House2nd Reading Passed as Amended
3/1/2025House2nd Reading Motion to Amend Carried
3/1/2025HouseCommittee Report--Bill Passed as Amended
2/26/2025HouseCommittee Executive Action--Bill Passed as Amended
2/26/2025HouseHearing
2/14/2025HouseFirst Reading
2/13/2025HouseReferred to Committee
2/13/2025HouseIntroduced
2/12/2025House
Bill Text
Enrolled
4/10/2025
As Amended (Version 3)
3/1/2025
As Amended (Version 2)
2/26/2025
Introduced
2/12/2025