The bill allows a limited liability company (LLC) to convert into either a domestic corporation or a limited liability partnership (LLP) under specific conditions. All members of the LLC must unanimously agree to the conversion, and the terms must be documented in writing. The agreement must outline how the interests of the members will be converted into interests in the new entity, including any cash or other considerations. Once approved, the LLC must file articles of organization with the Secretary of State, which will include statements confirming the conversion and the unanimous vote of the members. The conversion takes effect upon filing or at a later specified date.

Additionally, the bill amends Section 35-8-307 of the Montana Code Annotated to require that the articles of organization or operating agreement explicitly state that all members must agree to the conversion to a limited liability partnership or domestic corporation. This amendment ensures clarity in the decision-making process regarding conversions and reinforces the necessity of unanimous consent among members. The new provisions are intended to be integrated into Title 35, chapter 8 of the Montana Code.

Statutes affected:
LC Text: 35-8-307
HB0463_1(1): 35-8-307
HB0463_1: 35-8-307