MontanaHB 53069th Legislature, Regular Session (2025)HouseWALLET

Generally revise business laws

Sponsored By: Steve Fitzpatrick (Republican)

Became Law

Corporations/Partnerships/Associations

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Bill Overview

Analyzed Economic Effects

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

Filing steps and timing to domesticate

You must file a signed statement or the signed plan with the Secretary of State. The filing must list both entities, their jurisdictions, confirm proper approval, and include required records and any needed registered agent details. You may set an effective time up to 90 days after filing; otherwise it takes effect on filing. For foreign entities, it takes effect at the later of the foreign law’s time or Montana’s filing time.

Legal effects once domestication takes effect

When domestication takes effect, the entity stays the same legal person under the new jurisdiction’s law. All property, contracts, debts, and lawsuits carry over. Owner interests convert as the plan says. Liability from before domestication can still be enforced under the old law; new liability follows the new law. A foreign entity that domesticated can be served in Montana, and any old Montana foreign registration is canceled. Domestication is not a dissolution or wind-up.

New path to change business home state

The law sets clear rules to change a business’s home state while keeping the same company. It defines key terms and lists who is covered: LLCs, PLLCs, LLPs, PLLPs, benefit corporations, and nonprofits. Montana entities can domesticate to another jurisdiction if that law allows it and keep the same entity type. Foreign entities can become Montana entities if their home law allows it. You may also use mergers or other lawful methods to reach the same result.

Owner approvals, changes, and canceling plans

A domestication plan only works if approved as your entity’s rules require. If those rules are silent, state organic or merger rules apply, or all voting owners must consent. Owners who will have personal liability after domestication must approve in writing, with limited nonprofit exceptions. You may amend the plan the same way you approved it, but big changes need another vote. You may abandon the plan as allowed, and if papers were filed, you must file a signed abandonment to stop it before it takes effect.

What your domestication plan must include

Your plan must be in writing. It must name both entities, list their jurisdictions and types, and explain how ownership interests convert. It must include any required public records and the full text of private rules that will govern after domestication. You may add other lawful terms. The plan can also rely on outside facts if it states how those facts change the plan.

Sponsors & Cosponsors

Sponsor

Steve Fitzpatrick
Republican • House

Cosponsors

Mark Noland
Republican • Senate

Roll Call Votes

All Roll Calls

Yes: 289 • No: 4

House vote • 4/10/2025

Do Concur

Yes: 48 • No: 0

House vote • 4/9/2025

Do Concur

Yes: 48 • No: 0

House vote • 3/5/2025

Do Pass

Yes: 96 • No: 2

House vote • 3/4/2025