Corporation-to-LLC Statutory Conversion Approval and Filing Requirements in Montana
At a glance
| Governing law, entity types, domestic/foreign status, and direct-conversion scope | Montana Business Corporation Act, Mont. Code Ann. §§ 35-14-140, -901, and -930 to -935; LLC is an eligible unincorporated filing entity. Domestic corporation may become Montana or qualifying foreign LLC (§§ 35-14-140(14), (19), (55), -930(1)) |
|---|---|
| Direct route, destination LLC, and substitute-merger boundary | Direct route to domestic or foreign LLC; foreign organic law must permit. Conversion does not wind up, dissolve, or terminate the corporation, so no substitute merger or asset-transfer route is prescribed (§§ 35-14-930(1), -935(5)) |
| Plan terms, required contents, and resulting LLC governing documents | Written plan states converting name; LLC name/type/jurisdiction; share-to-interest, securities, obligation, rights, cash/property mechanics; other terms; and full resulting organic rules. Objective external facts allowed; material postapproval amendments return to affected holders (§§ 35-14-931, -934(1)) |
| Board adoption, recommendation, conditions, and authority | Board first adopts, submits, and ordinarily recommends plan; conflict, special circumstances, or § 35-14-826 may displace recommendation but require the basis. Board may condition shareholder approval or effectiveness (§ 35-14-932(1)-(3)) |
| Shareholder vote, class/series groups, written consent, and unanimity | Default majority of all entitled votes plus each separately entitled class/series group; articles or board may set more or less, but quorum stays at least majority entitled and votes for must exceed votes against. Consent defaults unanimous voting holders; articles may permit meeting-equivalent minimum, collected within 60 days (§§ 35-14-704, -725, -932(5)) |
| Notice, nonvoting holders, and consent to new personal liability | Every voting/nonvoting holder gets 10–60 day meeting notice stating conversion purpose with plan copy/summary and resulting written organic rules. Less-than-unanimous consent brings 10-day notice to nonvoters/nonconsenters; each holder gaining interest-holder liability separately signs written consent (§§ 35-14-704 to -705, -932(4), (6)) |
| Conversion and LLC formation filings, signer, and contents | Electronically file converting-entity-signed Articles of Conversion naming both entities/types/jurisdictions and reciting approval; attach Montana LLC Articles of Organization, which need not be separately signed and state name, term status, principal mailing address, agent, management, initial managers/members, and liability election. Combined filing allowed (§§ 35-14-120, -933; 35-8-202) |
| Fees, delayed effectiveness, abandonment, withdrawal, and correction | SOS schedule does not separately price conversion; it lists $35 LLC Articles of Organization, $15 corporation other statements/reports, and $15 correction, without establishing a combined total. Effect on filing/stated time or delay ≤90 days; protected plan amendments, pre-effect abandonment, postdelivery abandonment articles, and relation-back correction apply (§§ 35-14-123 to -124, -934; SOS) |
| Property, contracts, debts, proceedings, owner interests, and continuity | Same entity without interruption and original organization date; property and contract rights remain without transfer/impairment, debts remain, name substitution in proceedings is optional, organic rules take effect, and shares reclassify. No winding up/dissolution; new interest-holder liability generally reaches only post-effect obligations (§ 35-14-935(1), (3), (5)) |
| Tax, licensing, contract, creditor, securities, and foreign-qualification boundaries | Foreign-result effect waits for destination organic law; protected pre-enactment merger provisions reach conversion until first later amendment. Statute supplies no general tax, license, securities, creditor-priority, contract-consent, or foreign-qualification conclusion; appraisal is separately governed and may be limited (§§ 35-14-901(7), -930(4), -933(4), -1302) |
Requirements one by one
Direct route, plan, and approvals
Montana includes an LLC within an eligible unincorporated filing entity. A domestic corporation may convert directly into a Montana LLC or a foreign LLC whose organic law permits the conversion. Mont. Code Ann. § 35-14-140 and § 35-14-930(1).
The written plan identifies the corporation and the LLC's name, entity type, and jurisdiction; explains how shares become interests, securities, obligations, rights, cash, or property; states the other terms; and supplies the full written organic rules that will govern after effectiveness. Plan terms may depend on objective external facts. Mont. Code Ann. § 35-14-931.
The board first adopts and submits the plan and ordinarily recommends approval. If conflicts, special circumstances, or § 35-14-826 displace the recommendation, the board tells shareholders the basis. It may condition shareholder approval or effectiveness. Mont. Code Ann. § 35-14-932(1)-(3).
The default vote is a majority of all votes entitled plus a majority of all votes entitled in each class or series that has a separate group vote. The articles or board may require a greater or lesser vote, but the quorum for a group cannot fall below a majority of its entitled votes and the approval floor is more votes for than against. Mont. Code Ann. §§ 35-14-725, 35-14-932(5).
Notice, written consent, and liability consent
Every holder, including a nonvoter, receives meeting notice 10 to 60 days before the meeting. The notice states the conversion purpose and includes the plan or a summary and the LLC's resulting written organic rules. Mont. Code Ann. §§ 35-14-705, 35-14-932(4).
Shareholder action without a meeting ordinarily requires every voting holder's written consent. The articles may instead authorize the meeting-equivalent minimum; sufficient consents must arrive within 60 days of the earliest signed consent, followed within 10 days by notices to nonvoters and nonconsenting voters. Unlike some older Model Act provisions, Montana's conversion section does not create an all-holder shortcut that removes the board step. Mont. Code Ann. §§ 35-14-704, 35-14-932(1).
Each shareholder who would acquire interest-holder liability in the conversion must sign a separate written consent to that liability. Mont. Code Ann. § 35-14-932(6).
Conversion filing and attached LLC record
The converting corporation signs Articles of Conversion identifying both entities' names, jurisdictions, and types and reciting approval. For a Montana LLC result, the filing attaches the LLC's public organic record, which must satisfy Montana LLC law but need not carry a separate signature. The two records may be combined if the result satisfies both laws. Mont. Code Ann. § 35-14-933(1)-(3), (5).
The attached Articles of Organization state the LLC's name, term status, principal-office mailing address, registered-agent information, management form, initial managers or members and their business mailing addresses, and any member- liability election. Mont. Code Ann. § 35-8-202.
The corporate document is signed by the board chair, president, or another officer and filed electronically unless the Secretary authorizes an exception. The correct fee must accompany it. Mont. Code Ann. § 35-14-120(6), (9)-(10).
Effective time, amendment, abandonment, and continuity
An accepted conversion filing is effective when filed, at another stated time that day, or at a delayed time and date no more than 90 days after filing. A foreign LLC conversion takes effect on the later of that filing time or the time supplied by the destination's organic law. Mont. Code Ann. §§ 35-14-123, 35-14-933(3)-(4).
After plan approval, affected holders vote or consent again to an amendment that changes their consideration, changes the resulting organic rules beyond the statutory exception, or materially harms them. Before effectiveness, the corporation may abandon under the plan or board-set procedure without another shareholder action. If the record was already delivered, signed Articles of Abandonment must be filed before effect. Mont. Code Ann. § 35-14-934.
A filed document may be corrected for inaccuracy or signing, attestation, sealing, verification, acknowledgment, or transmission defects. Correction relates back except for a person who relied on the uncorrected record and would be harmed. Mont. Code Ann. § 35-14-124.
At effectiveness, all property and contract rights remain without transfer or impairment, debts and liabilities remain, and the new name may be substituted in a pending proceeding. The LLC's organic rules take effect, shares reclassify under the plan, and the LLC is the same uninterrupted entity with the original organization date. Conversion requires no winding up and causes no dissolution or termination. Mont. Code Ann. § 35-14-935(1), (5).
What trips people up
The current public fee table does not name Articles of Conversion. It lists $35 for LLC Articles of Organization, $15 for corporation “Other Statements, Other Reports,” and $15 for Articles of Correction, but it does not say which listing prices a combined corporation-to-LLC filing or state a total. The filing portal's current transaction amount therefore must be confirmed rather than inferred.
The attached Montana LLC record is required but need not be separately signed when attached to the Articles of Conversion. The conversion filing itself is signed by the corporation under § 35-14-120. Mont. Code Ann. § 35-14-933(2).
A protected agreement that predates Montana's first authorization of this conversion can have a merger clause that also reaches conversion until the first post-enactment amendment. Mont. Code Ann. §§ 35-14-901(7), 35-14-930(4).
Common questions
Does every class or series automatically vote separately?
Not under the conversion section's wording. The general majority applies, and each class or series that is entitled to vote as a separate group also supplies its own approval. Mont. Code Ann. § 35-14-932(5).
Can written consent bypass the board?
No special conversion bypass appears. Section 35-14-704 permits shareholder action by written consent, but § 35-14-932 still says the board first adopts the plan.
Does the corporation dissolve in the conversion?
No. The LLC is the same entity without interruption, and conversion does not cause winding up, dissolution, or termination. Mont. Code Ann. § 35-14-935(1)(h), (5).
Does continuity settle taxes, licenses, or third-party consent?
No. The statute preserves property, contract rights, debts, liabilities, and proceedings, but it supplies no general tax, license, securities, creditor- priority, contract-consent, or foreign-qualification conclusion. Foreign organic law also controls when a foreign LLC result becomes effective. Mont. Code Ann. §§ 35-14-933(4), 35-14-935(1).
Statutes and sources
- Mont. Code Ann. § 35-14-140 defines eligible, filing, and unincorporated entities and includes LLCs. Accessed September 6, 2026.
- Mont. Code Ann. §§ 35-14-901 and 35-14-930 define and authorize conversion and govern protected agreements. Accessed September 6, 2026.
- Mont. Code Ann. §§ 35-14-931 to 35-14-932 govern the plan, board action, voting, notice, and liability consent. Accessed September 6, 2026.
- Mont. Code Ann. §§ 35-14-704 to 35-14-705 and 35-14-725 provide consent, meeting-notice, quorum, and voting mechanics. Accessed September 6, 2026.
- Mont. Code Ann. §§ 35-14-933 to 35-14-935 govern the conversion filing, effectiveness, plan changes, abandonment, continuity, and liability. Accessed September 6, 2026.
- Mont. Code Ann. §§ 35-14-120 and 35-14-123 to 35-14-124 govern signature, electronic delivery, filing effectiveness, delay, and correction. Accessed September 6, 2026.
- Mont. Code Ann. § 35-8-202 states the attached Montana LLC Articles of Organization content. Accessed September 6, 2026.
- Mont. Code Ann. § 35-14-1302 provides appraisal rights for a corporation's conversion to an unincorporated entity, subject to the section's limits. Accessed September 6, 2026.
- Montana Secretary of State filing-fee schedule lists LLC organization, corporation other-record, correction, and expedite fees but no separately labeled Articles of Conversion price. Accessed September 6, 2026.
Source links
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