LLC Statement-of-Authority and Third-Party Reliance Requirements in Montana
At a glance
| Governing law, public authority device, and scope | Montana LLC Act, MCA tit. 35 ch. 8; ordinary domestic LLC. No separate general statement-of-authority device; public articles may state member/management authority limits and § 35-8-301 supplies member/manager agency and knowledge rules |
|---|---|
| Eligible filer, public filing office, and form | No authority-statement filer, Secretary-of-State statement filing, named-grantee denial, or statutory authority-statement form. LLC separately files articles and amendments under Part 2 |
| Person or position, grant or limit, and transaction scope | No stand-alone person/position grant/limit statement. Articles list initial managers or initial members and may state limitations on authority of members or management; agency otherwise follows management form and transaction scope (§§ 35-8-202, -301) |
| Company identity, addresses, caption, and required contents | N/A No authority-statement identity, address, affected caption/date, named person/position, transaction category, or realty-description contract. Articles separately state LLC identity, term, principal mailing address, agent data, management form/initial names, liability election, and any authority limitations (§ 35-8-202) |
| Signer, delivery, effective time, fee, and acceptance | N/A No authority-statement signer, delivery, acknowledgment, effective time, acceptance, or statement-specific fee. Articles/amendments use their separate formation and general filing rules |
| Non-realty reliance, knowledge, and outsider effect | No filed-grant conclusiveness or value-reliance rule. Articles prevail over conflicting operating agreement for nonmembers/transferees who reasonably rely to detriment. Usual-way member/manager act binds unless actor lacked authority and counterparty knew; nonusual act needs authorization; restriction binds only persons with knowledge (§§ 35-8-202(3), -301) |
| Realty certified copy, recording, and constructive notice | No LLC-statement certified-copy recording, conclusive realty grant, or deemed-knowledge rule. Section 35-8-301 includes execution of any instrument in its general usual-way agency rule; deed execution, acknowledgment, recording, title, notice, and priority remain separate |
| Amendment, denial, cancellation, expiration, and dissolution | N/A No statement amendment, denial, cancellation, automatic expiration, renewal, dissolution cancellation, or postdissolution statement. Later articles/agreement and management changes use their own provisions; winding-up actors may transfer LLC property under § 35-8-903 |
| No-device states, agency alternatives, and title boundaries | Use current articles for management form, initial names, authority limitations, and qualifying outsider reliance; operating agreement for internal allocation; and § 35-8-301 for agency/knowledge. None certifies actual/apparent authority, deed validity, title, value, good faith, knowledge, notice, priority, or protected reliance in a particular deal |
Requirements one by one
Montana uses public articles, not a separate authority statement
The current MCA 2025 Part 3 outsider-relations index contains no filing comparable to a uniform-act statement of authority. There is therefore no separate authority-statement filer, person-or-position grant or limit, denial, statement-specific fee or effective time, value-reliance grant, certified-copy realty overlay, or automatic expiration rule.
The public articles perform part of that work differently. Under MCA § 35-8-202, they identify member or manager management and name the initial members or managers. They may state limitations on the authority of members or management to bind the LLC. If an operating agreement conflicts with the articles, the agreement controls internally, but the articles control for an outsider who reasonably relies on them to the person’s detriment.
Outsider binding turns on management form, transaction scope, and knowledge
Section 35-8-301(1) makes a member an agent of a member-managed company for its business or affairs. An act apparently carrying on the business in the usual way—including executing an instrument—binds unless the member lacked authority and the counterparty knew that fact.
In a manager-managed company, member status alone creates no agency and a manager has the parallel rule. An act outside the apparent usual course needs authorization under the articles or operating agreement. A contrary authority restriction does not bind the LLC to a person lacking knowledge of it.
Realty stays inside the general instrument rule
Section 35-8-301 includes execution of any instrument within the general member-or-manager agency rule. Chapter 35-8 adds no separate authority- statement certified-copy recording, conclusive realty grant, or deemed- knowledge limitation. Deed execution, acknowledgment, land recording, title, value, fraud, notice, and priority remain separate questions outside this survey.
Later company and dissolution records remain separate
Changing an articles limitation, management form, appointment, or operating- agreement allocation uses the provisions governing those records; the Act has no authority-statement amendment, denial, cancellation, or fixed term.
Under § 35-8-903, the persons winding up after dissolution may dispose of and transfer LLC property, subject to the articles, operating agreement, and the statute’s winding-up actor rules. That is not a postdissolution authority statement.
What trips people up
- An articles limitation is not the uniform-act statement. Montana supplies no named-person/position grant, denial, or fixed lifecycle.
- Internal and outsider effects split. A conflicting operating agreement controls internally while the articles can control for a qualifying relying outsider.
- Knowledge is load-bearing. A usual-way act can bind despite internal lack of authority when the counterparty lacks knowledge.
- An instrument rule is not a title rule. Section 35-8-301 does not settle deed formalities, recording, fraud, or priority.
Common questions
Can a Montana LLC file the uniform-act authority statement?
Not under current Chapter 35-8. It uses articles, operating-agreement allocation, and member-or-manager agency instead.
Can the articles publicly limit authority?
Yes. They may state limitations on member or management authority and can control for a qualifying outsider who reasonably relies on the articles to the person’s detriment.
Does a filed articles limitation automatically give everyone notice?
Section 35-8-301 states that an act contrary to a restriction does not bind the LLC to persons who have knowledge of it; it does not create a general deemed- knowledge rule from filing alone.
Is a certified authority statement required for a realty instrument?
No separate statement exists. Section 35-8-301 places instruments inside its general agency, authority, and knowledge rule.
Statutes and sources
- MCA § 35-8-202 — public articles, management election, initial names, authority limitations, and outsider reliance.
- MCA § 35-8-301 — member/manager agency, instruments, usual-way and nonusual acts, authority, and knowledge.
- MCA § 35-8-903 — postdissolution winding-up actors and property transfer.
All quotations are from the current official MCA 2025 pages, accessed August 30, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
What does Montana law mean for your facts?
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