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Montana: LLC Operating Agreement Requirements

verified against the statute 2026-07-27 15 statute sources

The short answer

Montana does not require an operating agreement, and it generally need not be written. Written terms are required, however, to change statutory recordkeeping, distribution-sharing, or member-admission rules. The fallbacks are member management, equal management rights, headcount-majority ordinary decisions, unanimous listed decisions, equal distributions, unanimous transferee admission, and economic-only transfers. Manager management must be stated in the articles, and current 2025 law lets the articles or agreement replace most management and voting defaults.

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This is the general rule in Montana. Ezel applies current Montana law to your specific facts and answers with citations to the statutes.

Governing law and document nameMontana Limited Liability Company Act; 'operating agreement' (MCA §§ 35-8-101, 35-8-102(23))
Required or optionalOptional; all members may enter one, and Chapter 8 governs matters it does not address (MCA § 35-8-109(1))
Permitted form and signaturesGenerally need not be written; a writing is required to vary recordkeeping, distribution-sharing, or admission rules. No general agreement-level signature, witness, acknowledgment, or notary condition (MCA § 35-8-109(1), (3))
Adoption timing and effectNo stated adoption deadline or preformation-effect rule; LLC existence begins when articles are filed, and statutory defaults apply until valid terms replace them (MCA §§ 35-8-109(1), 35-8-201(2))
Single member and assentOne-member LLC permitted; the sole member may act as all members. The agreement definition requires terms binding all members, and an admitted transferee is subject to the agreement; no separate company-signature rule is stated (MCA §§ 35-8-102(23), 35-8-201(1), 35-8-707(3))
Management and authority defaultsMember-managed unless articles designate manager management; equal rights and member majority for ordinary matters, with listed unanimous matters, all alterable by articles/agreement after 2025 HB 898. Agency follows the public form (MCA §§ 35-8-102(20), (22), 35-8-202(1)(e), 35-8-301, 35-8-307)
Voting, economic, and transfer defaultsVotes count members/managers equally; interim distributions and admission default to unanimity. Distribution shares are equal unless written terms provide otherwise. A transferee receives distributions only unless admitted by written authority or all-other-member consent (MCA §§ 35-8-307, 35-8-601, 35-8-707)
Nonwaivable rules and dutiesCannot unreasonably restrict information, eliminate loyalty or good faith, unreasonably reduce care, vary specified judicial expulsion/dissolution rules, or restrict protected outsider rights; wrongful distributions can create personal liability (MCA §§ 35-8-109(4), 35-8-310, 35-8-605, 35-8-803(1)(f), 35-8-902)
Amendment, filing, and recordsDefault unanimous amendment, but articles/agreement may change it. Article amendments are filed; internally the agreement controls conflicts, while relying outsiders may use the articles. Written agreements and amendments are default company records, and only written terms can vary recordkeeping (MCA §§ 35-8-109(3)(a), 35-8-202(3), 35-8-203, 35-8-307(3)(a), 35-8-405)

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Requirements one by one

Governing law and document name

MCA § 35-8-101 names the Montana Limited Liability Company Act. MCA
§ 35-8-102(19)-(23) defines the operating agreement as the agreement,
including amendments, about company business and relations that binds all
members.

Required or optional

The agreement is optional. MCA § 35-8-109(1) says all members “may enter into”
one and makes Chapter 8 the fallback for matters it does not address.

Permitted form and signatures

MCA § 35-8-109 generally says the agreement need not be in writing. Three
changes are different: only written terms may vary § 35-8-405 recordkeeping,
§ 35-8-601 or § 35-8-903 distribution sharing, or § 35-8-707 member admission.
The Act states no general agreement-level signature, witness, acknowledgment,
or notarization condition.

Separate acts can require signatures. MCA § 35-8-307(6), for example, requires
a member or manager to sign the instrument appointing a voting proxy.

Adoption timing and effect

MCA § 35-8-201 says the LLC's existence begins when its articles are filed,
unless a delayed effective date is specified. MCA § 35-8-109 states no general
agreement-adoption deadline and no separate preformation-effect rule. Until
valid terms change a default, Chapter 8 governs.

Single member and assent

MCA § 35-8-201 expressly permits a company consisting of one member. That sole
member is all of the company's members for § 35-8-109's agreement rule.

MCA § 35-8-102(23) defines the agreement as binding all members. Under MCA
§ 35-8-707(3), an admitted transferee takes the rights, powers, restrictions,
and liabilities of a member under both the agreement and the Act. Chapter 8
states no separate rule requiring the company itself to sign the agreement.

Management and authority defaults

MCA § 35-8-102(19)-(23) and MCA § 35-8-202(1)(e) make member management the
default and require the articles to state whether management is reserved to
members or vested in managers. An agreement-only manager label does not change
that public status.

MCA § 35-8-307 gives members equal management rights and a headcount majority
for ordinary matters. In a manager-managed company, managers have equal rights
and a manager majority decides. The listed matters—including agreement
amendment, interim distributions, admission, and substantially-all-assets
disposition—default to all-member consent.

HB 898 changed the breadth of those defaults. Current § 35-8-307 now begins
each management and voting rule with “unless the articles of organization or
the operating agreement provide otherwise,” so either document may replace
them within § 35-8-109's mandatory floor.

Authority follows the public form under MCA § 35-8-301. Each member is the
ordinary-course agent in a member-managed company. When the articles provide
manager management, membership alone creates no agency and each manager has
the ordinary-course power instead.

Voting, economic, and transfer defaults

Montana's ordinary voting default counts people, not percentages. MCA
§ 35-8-307 gives each member or manager equal management rights and uses a
majority of those people, subject to the articles or agreement.

Distribution terms have a special writing rule. MCA § 35-8-601 says members
share equally unless the articles or agreement provides another method in
writing. The timing of an interim distribution defaults to all-member consent
under § 35-8-307(3)(f).

MCA § 35-8-707 separates admission from economics. A transferee receives only
distributions unless admitted through authority described in writing in the
agreement or all other members' consent. An unadmitted transferee has no
management or information rights.

Nonwaivable rules and duties

MCA § 35-8-109(4) supplies the contract floor. An agreement cannot unreasonably
restrict information, eliminate loyalty or good faith, unreasonably reduce
care, vary the specified judicial-expulsion and winding-up rules, or restrict
protected outsider rights.

MCA § 35-8-310 defines loyalty, care, and good faith. Loyalty may be narrowed by
specific, not-manifestly-unreasonable categories or a full-disclosure
ratification method; care may be reduced only reasonably; and good-faith
standards may be set only if not manifestly unreasonable.

MCA § 35-8-803(1)(f) preserves judicial expulsion for specified wrongful
conduct or material breach, and MCA § 35-8-902 preserves judicial dissolution
or other relief for the listed member, dissociated-member, and transferee
grounds. MCA § 35-8-605 can also impose personal liability for a wrongful
distribution when the duty standard was not met.

Amendment, filing, and records

MCA § 35-8-307(3)(a) defaults to unanimous agreement amendment, but current law
lets the articles or agreement select another threshold. Article amendments are
separately filed under MCA § 35-8-203.

MCA § 35-8-202(3) resolves conflicts: the agreement controls among managers,
members, and transferees, while the articles protect an outsider who reasonably
relies on them to that person's detriment.

MCA § 35-8-405 requires the default company records to include current and
former written agreements and amendments, formation records, owner/manager
lists, and recent tax and financial materials. Members may reasonably inspect
and copy company records. Only the articles or a written agreement may vary
those recordkeeping duties, and § 35-8-109 forbids unreasonable restriction of
information access.

What trips people up

Not every oral term can change a default. Distribution sharing,
recordkeeping, and member admission require written variation even though the
agreement generally need not be written.

Manager management needs matching articles. The public management form
controls statutory agency, so a private manager clause alone is incomplete.

HB 898 made the default list more contract-sensitive. Equal votes and the
listed unanimous matters remain defaults, but the current text lets either the
articles or agreement provide otherwise.

Common questions

Can a Montana LLC have an oral operating agreement? Yes, generally. MCA
§ 35-8-109 requires a writing for three specified kinds of changes.

Do percentage interests control voting or distributions by default? No.
Voting defaults to equal rights and headcount decisions. Distributions default
to equal shares unless another method is set out in writing.

Does a transferee automatically become a member? No. MCA § 35-8-707 gives
economic rights first; admission requires written agreement authority or all
other members' consent.

Statutes and sources

Source links

Every statute quoted above, linked, with the date we checked it.

MCA § 35-8-101 · accessed 2026-07-27
MCA § 35-8-102(19)-(23) · accessed 2026-07-27
MCA § 35-8-109 · accessed 2026-07-27
MCA § 35-8-201 · accessed 2026-07-27
MCA § 35-8-202(1)(e), (3) · accessed 2026-07-27
MCA § 35-8-203 · accessed 2026-07-27
MCA § 35-8-301 · accessed 2026-07-27
MCA § 35-8-307 · accessed 2026-07-27
MCA § 35-8-310 · accessed 2026-07-27
MCA § 35-8-405 · accessed 2026-07-27
MCA § 35-8-601 · accessed 2026-07-27
MCA § 35-8-605 · accessed 2026-07-27
MCA § 35-8-707 · accessed 2026-07-27
MCA § 35-8-803(1)(f) · accessed 2026-07-27
MCA § 35-8-902 · accessed 2026-07-27
This page is general legal information about state-law operating-agreement rules for an ordinary domestic limited liability company, not legal advice or a substitute for an agreement tailored to a particular company's owners, assets, financing, tax treatment, licenses, or disputes. A state may permit an oral, implied, or unsigned operating agreement while a separate law still requires a particular promise or transaction to be signed, recorded, approved, or disclosed. The statutory defaults apply when a valid agreement does not replace them, and some duties and remedies cannot be waived. Foreign LLCs, professional LLCs, series structures, and regulated businesses may face additional rules. Verified against the official statute text on the date shown; confirm current law and obtain licensed legal advice before relying on it for a particular company or transaction.

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