LLC Merger Approval and Filing Requirements in Montana
At a glance
| Governing law, route name, and transaction scope | Montana Limited Liability Company Act Part 12, Mont. Code Ann. §§ 35-8-1201 to -1203 (§ 35-8-1204 reserved), plus a corporate parent route in § 35-14-1105. Statute calls the ordinary LLC transaction a “merger,” not consolidation |
|---|---|
| Eligible domestic, foreign, and other-form constituents and survivors | Domestic LLC may merge with or into domestic/foreign LLCs, partnerships, limited partnerships, or other domestic/foreign entities, with any form surviving. Foreign business entity's jurisdiction must permit the merger (§ 35-8-1201(1)) |
| Plan of merger contents, consideration, and survivor governing documents | Plan states every party's name; survivor name/type; terms; interest conversion into survivor interests/obligations, money, or other property; and survivor principal-business street address. No required survivor governing document in the plan; Articles state necessary survivor-LLC article changes (§§ 35-8-1201(2), 35-8-1202(1)(f)) |
| Member approval threshold, operating-agreement control, and other constituents' approvals | Montana LLC uses all members or the number/percentage specified in its operating agreement. Foreign LLC follows formation law; domestic partnership/LP uses its conversion vote; every other entity uses its governing-law merger vote or, absent one, all interest owners (§ 35-8-1201(3)) |
| Meeting notice, written consent, waiver, and new-personal-liability consent | No merger-specific notice, waiver, written-consent form, or new-personal- liability veto. Consent-required action may occur without meeting, and a member/manager may appoint a proxy through a personally or attorney-in-fact signed instrument (§ 35-8-307(3), (5)-(6)) |
| Merger filing contents, signers, companion filings, and filing offices | Every party signs Articles for Secretary of State: party names/jurisdictions; each LLC's original filing date; signed-plan approval; survivor name/address; effective date; survivor-LLC amendments; foreign-LLC formation/authority history; non-LLC survivor service/payment agreement; and survivor agent. Montana LLC uses manager, member, fiduciary, or attorney-in-fact signing route (§§ 35-8-1202, 35-8-204) |
| Effective time, delayed date, plan amendment, abandonment, and correction | Filing-effective or any later date the Articles provide; §§ 35-8-1201 to -1203 state no maximum delay. Before effect, amendment/abandonment follows the plan, with no stated postfiling termination record or protected-amendment categories. Articles of correction fix false/erroneous statements or defective signing and generally relate back subject to adverse reliance (§§ 35-8-1201(4)-(5), 35-8-215) |
| Survivor existence, property, debts, proceedings, records, and registrations | Nonsurvivors terminate; property vests; debts/liabilities become the survivor's; proceedings continue or substitute it; rights and powers vest; preexisting personal member liability remains; disappearing LLC need not wind up unless agreed; and Articles serve as its dissolution articles (§ 35-8-1203) |
| Appraisal or dissent, creditor protection, and foreign-survivor service | No automatic LLC merger appraisal, dissent, fair-value, or payment procedure in §§ 35-8-1201 to -1203. Non-LLC survivor accepts enforcement of any independently existing member-payment right; all constituent liabilities transfer; and statutory service applies when a foreign survivor's agent is missing/unfindable (§§ 35-8-1202(1)(h), 35-8-1203(1)-(2)) |
| Short-form and other statutory routes and special-entity boundaries | LLC Act has no short form, but an LLC qualifying as a parent “eligible entity” may use § 35-14-1105 when it owns at least 90% voting power of each voting class/series of a domestic corporate subsidiary; subsidiary board/ holder approval and signature may be excused, followed by 10-day notice. Corporate-organic conditions and all special/regulatory regimes remain outside this ordinary route (§§ 35-14-140(14), (55), 35-14-1105) |
Requirements one by one
Montana uses a six-item merger plan
Mont. Code Ann. § 35-8-1201 permits a domestic LLC to merge with or into the listed domestic or foreign entity forms. A foreign business entity's organizing law must permit the transaction. The plan names the parties and survivor, identifies the survivor type, states the terms and interest conversion, and gives the survivor's principal-business street address.
The operating agreement selects the approval number
A Montana LLC uses all members unless its operating agreement specifies another number or percentage. Foreign LLCs follow formation law; partnerships and limited partnerships use the cross-referenced conversion vote; and another entity follows its merger law or, absent a rule, all owners approve. Mont. Code Ann. § 35-8-1201(3).
Mont. Code Ann. § 35-8-307(3), (5)-(6) permits no-meeting action and a signed proxy appointment. The merger part states no meeting-notice period, waiver mechanism, written form for each approving member, or separate consent from a member who would acquire personal liability.
Every party signs the Articles
Mont. Code Ann. § 35-8-1202 requires Articles signed for every party and filed with the Secretary of State. They give party jurisdictions, every LLC's original filing date, plan approval, survivor name/address, effective date, survivor-LLC amendments, foreign-LLC formation/authority status, non-LLC survivor service and payment undertaking, and the survivor's registered agent. A manager, member, fiduciary, or attorney-in-fact signs for a Montana LLC under § 35-8-204.
The merger section states no maximum delay
The merger takes effect when the Articles are filed or on the later date they provide. Unlike Montana's newer conversion and domestication sections, §§ 35-8-1201 through -1203 state no maximum delay. The plan itself governs any pre-effect amendment or abandonment, with no postfiling termination record or protected amendment category stated. Mont. Code Ann. § 35-8-1201(4)-(5).
Mont. Code Ann. § 35-8-215 permits Articles of Correction for a false or erroneous statement or defective signing. Correction generally relates back, except against a person who relied on the uncorrected record and would be adversely affected.
The survivor takes the statutory effects
Nonsurvivors terminate; property vests; debts and liabilities become the survivor's; proceedings continue or substitute the survivor; and rights and powers vest. Preexisting personal member liability remains, a disappearing LLC need not wind up unless agreed, and its Articles of Merger serve as dissolution articles. Mont. Code Ann. § 35-8-1203.
What trips people up
The LLC Act creates no automatic merger appraisal, dissent, fair-value, or payment procedure. Section 35-8-1202(1)(h) makes a non-LLC survivor accept enforcement of any member-payment right that exists elsewhere; it does not say that opposing this merger creates one.
Mont. Code Ann. § 35-8-1204 is reserved and supplies no additional LLC merger route.
Montana does have a separate narrow parent route. Because the corporation act's eligible-entity definition includes an LLC, Mont. Code Ann. § 35-14-140(14), (55) and § 35-14-1105 let an LLC parent owning at least 90% of every voting class and series of a domestic corporate subsidiary use the specified route. The subsidiary board/shareholder approval and signature may be excused, followed by notice within 10 days after effect; every other corporate-organic condition remains.
Common questions
Can the operating agreement lower the all-member default?
Yes. Section 35-8-1201(3)(a) permits the number or percentage stated in the operating agreement.
May members approve without a meeting?
Yes. Section 35-8-307(5) supplies the no-meeting route and subsection (6) permits a signed proxy appointment.
Is the 90%-parent route available for two ordinary LLCs?
No. Section 35-14-1105 depends on a domestic corporate subsidiary and its voting shares; it is not an LLC-to-LLC shortcut.
Statutes and sources
- Mont. Code Ann. §§ 35-8-1201 to -1203 — scope, plan, approvals, Articles, timing, foreign authority/service, effects, liability, winding up, and appraisal boundary. Official current § 35-8-1201, § 35-8-1202, and § 35-8-1203, accessed September 12, 2026.
- Mont. Code Ann. §§ 35-8-204, -215, and -307 — LLC signer, correction, no-meeting action, and proxy. Official current § 35-8-307, accessed September 12, 2026.
- Mont. Code Ann. §§ 35-14-140 and -1105 — LLC inclusion as an eligible parent entity and the 90%-parent corporate-subsidiary route. Official current § 35-14-1105, accessed September 12, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
What does Montana law mean for your facts?
You just read the general rule. Ask your own question and see which parts of current Montana law apply to your situation, with citations you can check.
Opens in Ezel Pro.
- Starts from the statutes this survey is built on
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace