LLC Manager Appointment, Removal, Resignation, and Vacancy Requirements in Montana
At a glance
| Governing law, entity, manager, member, and scope | Montana Limited Liability Company Act, Title 35, chapter 8; ordinary domestic manager-managed LLC and a person vested with manager authority under § 35-8-301—not a member acting only as member, officer, employee, registered agent, professional-LLC actor, series-only manager, or winding-up actor (§§ 35-8-101 to -102) |
|---|---|
| Manager-managed election and operating-agreement override | The articles must designate manager management and name initial managers. Each § 35-8-307 management and transition default now yields if the articles or operating agreement provide otherwise; the agreement generally may be unwritten, subject to § 35-8-109's mandatory limits (§§ 35-8-102, -109, -202, -307) |
| Appointment actor, threshold, and record | Articles name initial managers; designation, appointment, election, removal, and replacement default to majority-of-members vote, approval, or consent—member headcount, not a stated economic percentage. Action may be without a meeting; a proxy needs a signed appointment instrument (§§ 35-8-202(1)(e), -307(2)(c), (5)-(6)) |
| Eligibility, number, and term | Manager may be a member or nonmember and a statutory 'person,' including an individual or legal/commercial entity; one or multiple managers are contemplated. No express age, residency, licensing, or fixed term; default holdover lasts until a successor is elected and qualified unless earlier resignation or removal (§§ 35-8-102(19), (24), -307(2)) |
| Removal actor, threshold, notice, cause, and timing | Majority of the members may remove a manager unless the articles or agreement provide otherwise. The Act states no default cause, advance-notice, acceptance, event-filing, or effective-time condition; no-meeting action and signed-proxy rules apply (§ 35-8-307(2)(c), (5)-(6)) |
| Resignation, acceptance, timing, and successor | Resignation ends the statutory holdover, but the Act gives no separate manager-resignation form, signature, recipient, notice period, acceptance, filing, future-date, or future-event rule. Articles or agreement terms control added details (§§ 35-8-109, -307(2)(c)) |
| Vacancy, successor, holdover, death, and incapacity | A manager holds over until a successor is elected and qualified unless earlier resignation or removal; replacement uses the same majority-member default. No general manager-vacancy notice, remaining-manager filler, death, incapacity, entity-termination, disqualification, or term-expiration procedure (§ 35-8-307(2)(c)) |
| Member-manager status, dissociation, and filings | Member dissociation ends participation as a member but does not expressly end a separately appointed nonmember-eligible manager role; manager cessation likewise does not itself end membership. Articles identify initial managers, annual reports list all current managers, and company records keep current and past manager lists (§§ 35-8-202, -208, -405, -803, -805) |
| Continuing liability, authority, employment, fiduciary, and judicial boundaries | The Act states no manager-cessation discharge rule. Manager status alone does not create company-debt liability; agency, duties, wrongful-distribution liability, employment and contract rights, member judicial expulsion, dissolution, and series-specific status remain separate (§§ 35-8-301, -304, -310, -605, -803, -902) |
Requirements one by one
Manager management begins in the articles
MCA § 35-8-102(19)-(24) defines the manager, manager-managed LLC, member, operating agreement, and person terms. Under MCA § 35-8-202, the articles state the management form and identify initial managers, who serve until the first member meeting or until successors are elected.
Current law makes the transition rules unusually document-sensitive. After 2025 HB 898, every ordinary management rule in § 35-8-307 begins with “unless the articles of organization or the operating agreement provide otherwise.” Either document may replace the default, subject to § 35-8-109 and the agreement's mandatory limits.
Member headcount controls the default transition
Section 35-8-307(2)(c) uses one default for designation, appointment, election, removal, and replacement: a vote, approval, or consent of a majority of the members. The measure is member headcount, not profit, distribution, contribution, or ownership percentage.
The action may occur without a meeting. A member may appoint a proxy by signing an appointment instrument personally or through an attorney-in-fact. The Act states no separate signed-record requirement for the member approval itself.
Holdover is explicit; resignation and vacancy mechanics are not
A manager holds office until a successor is elected and qualified unless the manager sooner resigns or is removed. Chapter 8 gives no separate manager- resignation form, delivery recipient, notice period, acceptance condition, or future-effective mechanism.
The Act likewise gives no general manager-vacancy notice or procedure keyed to death, incapacity, entity termination, disqualification, or a fixed manager term. When replacement is needed, § 35-8-307(2)(c)(i) returns to the majority-member default unless the governing documents provide another route.
Member status, manager status, and public rosters are separate
Under § 35-8-805, dissociation ends the person's participation and status as a member. It does not expressly end a separately appointed manager role, and § 35-8-102(19) permits a nonmember manager. Conversely, Chapter 8 does not make manager resignation or removal a member-dissociation event. MCA § 35-8-803(2) reinforces the separate-capacity principle for a manager who ceases with respect to only one protected series.
The articles identify the initial managers. Under § 35-8-208, every annual report identifies all current managers and their business mailing addresses as of execution. Section 35-8-405 separately requires a current and past company list of members and managers unless the articles or a written agreement validly provide otherwise.
Ending office does not decide authority or liability
MCA § 35-8-304 protects a manager from personal liability for company debts solely because of manager status. It contains no separate rule discharging a former manager's own obligations when office ends.
Section 35-8-301 separately governs manager agency; § 35-8-310 governs manager duties; and § 35-8-605 can impose liability for assenting to a wrongful distribution. Employment and compensation contracts, indemnification, member judicial expulsion, dissolution, transaction authority, and series- specific roles remain distinct questions a manager transition does not decide.
What trips people up
- The articles and agreement can now replace every listed transition default. Use the current post-HB 898 text, not a pre-2025 version of § 35-8-307.
- A majority means member headcount. Do not substitute a profit-interest or contribution percentage for the statutory default.
- “Until a successor” is a holdover, not a resignation procedure. The Act recognizes resignation but supplies no form, delivery, acceptance, or notice mechanics.
- Initial and current manager rosters differ. Articles identify initial managers; annual reports identify all managers current when executed.
Common questions
May a Montana LLC manager be a nonmember entity?
Yes. A manager need not be a member, and the Act's person definition includes individuals and legal or commercial entities.
Does Montana require cause to remove a manager?
Section 35-8-307 states the majority-member approval rule but no cause condition. The articles and operating agreement must be checked for any added cause, notice, or process requirement.
Does member dissociation automatically end manager status?
Not expressly. Dissociation ends member participation, while manager office has its own appointment, resignation, and removal rules and may be held by a nonmember.
Must the annual report list every manager?
Yes. A manager-managed LLC's annual report gives the names and business mailing addresses of all managers and must be current when executed.
Statutes and sources
- MCA §§ 35-8-102, -109, and -202 — manager and management-form definitions, governing-document hierarchy, initial managers, and agreement limits. Official § 35-8-202 (accessed August 29, 2026).
- MCA §§ 35-8-208 and -307 — annual manager roster; appointment, election, removal, replacement, holdover, resignation, document overrides, no-meeting action, and proxy. Official § 35-8-307 (accessed August 29, 2026).
- MCA §§ 35-8-301, -304, -310, and -605 — manager agency, status-only debt protection, conduct standards, and wrongful-distribution liability. Official § 35-8-304 (accessed August 29, 2026).
- MCA §§ 35-8-405, -803, and -805 — manager records, member-dissociation events, series-specific manager cessation, member-status effects, and continuing duties. Official § 35-8-805 (accessed August 29, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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