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MontanaHB 89869th Legislature, Regular Session (2025)HouseWALLET

Generally revise laws related to LLC operating agreements

Sponsored By: Eric Tilleman (Republican)

Became Law

Corporations/Partnerships/AssociationsContractsAppropriations

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Bill Overview

Analyzed Economic Effects

5 provisions identified: 1 benefits, 1 costs, 3 mixed.

New options for series LLCs

An LLC’s articles or operating agreement can create one or more member series. It can let members, managers, or others create new series, even with rights senior to existing series. A series may have its own assets, duties, profits, losses, and a separate business or investment goal. The articles or agreement can give a series different voting rights or no voting rights. By default, a series is managed by its members in proportion to their capital in that series, unless the documents say otherwise.

Rules apply to old and new agreements

The law applies to operating agreements adopted on or after the act’s effective date. It also applies retroactively, under Montana’s retroactivity statute, to operating agreements that existed before the effective date.

LLC agreements can’t waive core duties

The law keeps key protections in place for LLC members. An operating agreement cannot remove the duty of loyalty or the duty of good faith, and it cannot unreasonably lower the duty of care. An agreement may define what counts as loyal or good‑faith behavior only if the standards are not clearly unreasonable. All members must consent to approve acts that would otherwise break the duty of loyalty, unless the articles or agreement say otherwise. The law also blocks operating agreements from unreasonably limiting a member’s right to see company records.

Small website update funds approved

The state provides $100 to the Secretary of State to update its website. The money is for the fiscal year starting July 1, 2025. It is a one‑time payment for these updates.

Clear limits on LLC operating agreements

Courts read LLC operating agreements using Montana’s contract‑interpretation rules. Most agreements can be oral, but you must put changes in writing to alter recordkeeping rules, members’ distribution shares, or how new members are admitted. Agreements cannot change when a member may be expelled or when the company must wind up under state law. Agreements also cannot take away rights that the LLC law gives to nonmembers. If an agreement is unclear about dissolving or continuing, the law reads it to keep the LLC going.

Sponsors & Cosponsors

Sponsor

  • Eric Tilleman

    Republican • House

Cosponsors

  • Brad Barker

    Republican • House

Roll Call Votes

All Roll Calls

Yes: 397 • No: 93

House vote • 4/25/2025

Do Concur

Yes: 81 • No: 19

House vote • 4/24/2025

Do Concur

Yes: 97 • No: 1

House vote • 4/18/2025

Do Concur

Yes: 50 • No: 0

House vote • 4/17/2025

Do Concur

Yes: 44 • No: 2

House vote • 4/5/2025

Do Pass

Yes: 66 • No: 32

House vote • 4/4/2025

Do Pass

Yes: 59 • No: 39

Actions Timeline

  1. Chapter Number Assigned

    5/19/2025House

  2. Signed by Governor

    5/13/2025House

  3. Transmitted to Governor

    5/7/2025House

  4. Signed by President

    5/6/2025Senate

  5. Signed by Speaker

    5/2/2025House

  6. Returned from Enrolling

    4/29/2025House

  7. Sent to Enrolling

    4/28/2025House

  8. 3rd Reading Passed as Amended by Senate

    4/25/2025House

  9. 2nd Reading Senate Amendments Concurred

    4/24/2025House

  10. Returned to House with Amendments

    4/22/2025Senate

  11. 3rd Reading Concurred

    4/18/2025Senate

  12. 2nd Reading Concurred

    4/17/2025Senate

  13. Committee Report--Bill Concurred as Amended

    4/15/2025Senate

  14. Committee Executive Action--Bill Concurred as Amended

    4/15/2025Senate

  15. Hearing

    4/11/2025Senate

  16. Referred to Committee

    4/7/2025Senate

  17. First Reading

    4/7/2025Senate

  18. Transmitted to Senate

    4/5/2025House

  19. 3rd Reading Passed

    4/5/2025House

  20. 2nd Reading Passed

    4/4/2025House

  21. Committee Report--Bill Passed

    4/3/2025House

  22. Fiscal Note Printed

    4/3/2025House

  23. Committee Executive Action--Bill Passed

    4/3/2025House

  24. Hearing

    4/2/2025House

  25. Fiscal Note Signed

    4/2/2025House

Bill Text

  • Enrolled

    4/28/2025

    PDF

  • As Amended (Version 2)

    4/15/2025

    PDF

  • Introduced

    3/27/2025

    PDF

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