LLC Conversion and Domestication Filing Requirements in Montana
At a glance
| Governing law, transaction names, and route scope | Mont. Code Ann. §§ 35-8-1205, -1215 to -1216 govern narrow cross-type “conversion”; 2025-enacted §§ 35-8-1401 to -1409 separately govern same-type inbound/outbound “domestication” |
|---|---|
| Entity-type conversion availability and eligible destination forms | Domestic LLC may convert only to a domestic corporation or domestic LLP; no foreign or other-form conversion under § 35-8-1215. Cross-type result follows corporation or LLP organic law (§§ 35-8-1215(1), (6), (9), -1216) |
| Inbound/outbound domestication, continuance, and transfer | Domestic LLC may become same-type foreign LLC if destination law authorizes; foreign LLC may become same-type Montana LLC if origin law authorizes. Montana calls the route domestication, not continuance/transfer (§§ 35-8-1401(5), -1402) |
| Destination-law reciprocity and regulated-entity limits | Cross-type conversion is domestic-only and destination formation record must satisfy corporation/LLP law. Domestication is same-type only and needs foreign-law authorization in either direction; Part 14 also reaches specified professional, partnership, benefit, and nonprofit forms, but this cell covers ordinary LLCs (§§ 35-8-1215(6), (9), -1401(5), -1402) |
| Plan terms, interest conversion, and resulting governing documents | Conversion plan in writing: terms, member/transferee interest conversion or cash/other consideration, source/result identity, result corporation articles/bylaws or LLP agreement/application, and other terms; outside facts allowed. Domestication plan in record: both entities, interest conversion, public/private organic records, terms, and external facts (§§ 35-8-1215(3)-(4), -1403, -1409) |
| Member approval, agreement control, classes/series, and new-liability consent | Conversion: operating-agreement number/percentage or all members; every holder acquiring liability separately consents in writing. Domestication: organic-rule approval, then merger method, then all voting/consenting holders; each holder acquiring liability consents in a record, subject to the recorded-organic-rule exception (§§ 35-8-1215(2), -1404) |
| Conversion/domestication statements, companion filings, signer, and contents | Conversion: electronically file Articles naming both entities, approval, delayed time, and attached corporation articles or LLP application. Domestication: entity-signed Articles naming both entities/jurisdictions, approval and timing, attaching domestic public record or LLP application; unregistered foreign result designates agent. Qualifying signed plan may substitute (§§ 35-8-1215(5)-(7), -1406; § 35-8-204) |
| Effective time, amendment, abandonment, withdrawal, status evidence, fees, and tax clearance | Both filings effective on filing or delay ≤90 days; foreign domestication waits for both foreign law and Montana Articles. Domestication plan amendment and pre-effect abandonment are express, including postfiling abandonment articles; conversion sections state no separate abandonment/withdrawal procedure. Current SOS schedule does not separately label either filing fee; no express good-standing/tax-clearance condition (§§ 35-8-1215(8), -1405 to -1406; SOS) |
| Entity, property, debt, proceeding, contract, interest, and registration continuity | Same entity without interruption; property and contract rights remain without transfer/impairment; debts/obligations/liabilities continue; proceeding-name substitution optional; result records and interests take effect; no winding up/dissolution. Foreign registration cancels on domestication into Montana; liability timing is preserved (§§ 35-8-1216, -1407) |
| Appraisal/dissent, alternative routes, and professional-advice boundaries | Conversion preserves only contractual appraisal rights stated in articles/operating agreement; domestication preserves any source-organic-law or contractual rights but creates no separate fair-value procedure here. Part 14 is nonexclusive, but no merger, dissolution, route, tax, valuation, contract, creditor, licensing, securities, or professional advice (§§ 35-8-1216(1)(f), -1407(1)(h), -1408) |
Requirements one by one
Conversion is narrow and domestication is separate
The conversion definitions identify a converting LLC as a domestic LLC using the domestic-corporation or domestic-LLP route. Mont. Code Ann. § 35-8-1205.
Montana's 2025 conversion provisions let a domestic LLC become only a domestic business corporation or domestic limited liability partnership. The written plan states the terms, how member and transferee interests become result interests, cash, or other consideration, both entities' identities, and the resulting articles/bylaws or LLP agreement and application. Terms may depend on objective outside facts. Mont. Code Ann. § 35-8-1215.
The operating agreement may specify the number or percentage of members needed for conversion; otherwise all members approve. Each interest holder who would acquire liability separately consents in writing. Mont. Code Ann. § 35-8-1215(2).
Montana's separate 2025 domestication part allows a domestic LLC to become a same-type foreign LLC when destination law authorizes and a foreign LLC to become a same-type Montana LLC when origin law authorizes. Mont. Code Ann. §§ 35-8-1401 to 35-8-1402.
The outbound domestication plan is a record naming both entities, stating how interests change, supplying the resulting public record and full recorded private rules, and stating other terms. Mont. Code Ann. § 35-8-1403. It may use specified external facts under Mont. Code Ann. § 35-8-1409.
Domestication has a three-level approval hierarchy
The LLC's organic rules control domestication approval. If they are silent, the organic law and rules for merger apply as if this were a merger. If neither domestication nor merger has an approval method, all holders entitled to vote or consent on any matter approve. A holder acquiring post-effect liability also consents in a record, subject to the statute's recorded-organic-rule exception. Mont. Code Ann. § 35-8-1404.
The plan or the same approval method governs domestication abandonment before effect. Material amendments affecting consideration, resulting organic rules, or another holder right return to the holders described in the statute. If Articles are already filed for a delayed time, signed Articles of Abandonment must arrive before effect. Mont. Code Ann. § 35-8-1405.
Both routes use articles
Conversion Articles name the source LLC and resulting corporation or LLP, state approval, attach the corporation articles or LLP application, and state any delayed time. The attachment need not be separately signed. Mont. Code Ann. § 35-8-1215(5)-(8).
Domestication Articles identify both entities and jurisdictions, state approval and any delayed time, and attach a Montana result's public organic record. An unregistered foreign result designates a registered agent. A signed plan that contains all required Article fields may be filed instead. Mont. Code Ann. § 35-8-1406.
The Chapter 8 default execution rule uses a manager for a manager-managed LLC, a member for a member-managed LLC, the court-appointed fiduciary when applicable, or an attorney-in-fact. Mont. Code Ann. § 35-8-204.
Both filing types can delay no more than 90 days. A foreign domestication is effective at the later of the destination-law time or Montana Article time. The current Secretary of State fee page does not separately identify either conversion or domestication, so its “other statements” line should not be treated as a confirmed transaction total.
Property, obligations, and the entity continue
For conversion, property and contract rights remain without transfer or impairment; debts, obligations, and liabilities continue; the new name may be substituted in proceedings; result records take effect; interests reclassify; and the corporation or LLP remains the same uninterrupted entity with the original organization date. No winding up, dissolution, or termination occurs. Mont. Code Ann. § 35-8-1216.
Domestication likewise preserves the same entity, property, debts, obligations, liabilities, rights, privileges, immunities, powers, purposes, proceedings, and resulting organic records. A registered foreign entity's Montana registration cancels on domestication into the state. Mont. Code Ann. § 35-8-1407.
What trips people up
The two direct routes have different scope and approvals. Conversion cannot send a Montana LLC to a foreign entity or to a domestic form other than a corporation or LLP. Domestication may cross jurisdictions but must preserve entity type. The operating agreement may set the conversion vote; domestication instead uses the organic-rules, merger-rules, then all-holders hierarchy.
Montana's conversion effect section mentions only contractual appraisal rights under the articles or operating agreement. The domestication section preserves any rights supplied by source organic law or organic rules but does not itself create a separate fair-value procedure. Part 14 is expressly nonexclusive. Mont. Code Ann. § 35-8-1408.
Common questions
May a Montana LLC convert directly into a foreign corporation?
No under the LLC conversion section. It only authorizes a domestic corporation or domestic LLP result. Mont. Code Ann. § 35-8-1215(9).
May a Montana LLC move to another state without changing type?
Yes through domestication if the destination law authorizes the same-type change. Mont. Code Ann. § 35-8-1402(1).
Can domestication be abandoned after filing?
Yes before effect. The entity files Articles of Abandonment naming itself, the original filing date, and the statutory abandonment. Mont. Code Ann. § 35-8-1405(3).
Statutes and sources
- Mont. Code Ann. §§ 35-8-1215 to -1216 — LLC-to-domestic-corporation/LLP conversion, plan, approval, filing, timing, liability, appraisal boundary, and continuity; official § 35-8-1215 (accessed September 8, 2026).
- Mont. Code Ann. §§ 35-8-1401 to -1409 — same-type domestication scope, plan, approval, amendment, abandonment, filing, effect, and nonexclusivity; official § 35-8-1402 (accessed September 8, 2026).
- Mont. Code Ann. § 35-8-204 — Chapter 8 execution rules; official text (accessed September 8, 2026).
- Montana Secretary of State Business Services filing-fee schedule — current listed entity charges and the absence of a separately labeled conversion or domestication line; official fee page (accessed September 8, 2026).
Source links
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