Protected and Registered Series LLC Formation Requirements in Montana

At a glance

Requirements one by one

Creating a series of members

MCA § 35-8-102(29) defines a series as a group of LLC members sharing interests and separate rights, powers, or duties tied to property, obligations, or profits and losses. Section 35-8-307(7) lets the articles or operating agreement create series or vest creation authority in members, managers, or other persons. The ordinary LLC forms by filing articles with the secretary of state under § 35-8-201; the statute gives no separate series effective-time formula in § 35-8-307(7).

Articles and public record

Under § 35-8-202(1)(h)-(j), articles for an LLC with series must set out the operating agreement of each series in writing, say whether a series' liabilities are enforceable only against its own assets, and state or refer to the series' relative rights, powers, and duties. Section 35-8-205(3) requires every filed document to reflect the LLC's name and all series names. The secretary of state sets filing fees under § 35-8-211(1); that provision does not prescribe a separate series fee.

Asset segregation

MCA § 35-8-304(4) conditions the series-only reach of series debts on separate and distinct series records and assets held and accounted for separately from the LLC and other series. The same subsection states that, unless the articles or agreement provide otherwise, parent or other-series obligations do not reach the series' assets. Section 35-8-202(4) permits the articles or agreement to provide for a series-only asset limitation.

Changes and winding up

The LLC amends its articles by filing articles of amendment under § 35-8-203(1). Section 35-8-901(4)-(5) identifies series winding-up triggers and who may wind up; § 35-8-902(3) allows a court to terminate only the series on the stated impracticability ground, without dissolving the LLC.

What trips people up

Montana uses the term series of members; § 35-8-102(29) ties it to a group of LLC members, not a separately formed LLC. The LLC-name indicator and distinguishability rules in § 35-8-103 govern the parent name, while § 35-8-205(3) makes all series names part of filed documents. A written agreement or named series alone does not satisfy the distinct-record and asset-accounting conditions of § 35-8-304(4).

Common questions

Who can create a series? The articles or agreement may create it directly or authorize a member, manager, or another person to create it under § 35-8-307(7).

Does a series have its own management? Section 35-8-208(1)(e) requires the LLC's annual report to state that management of a series of members is vested in the associated members. Section 35-8-307(7) allows differing series voting rights.

Does terminating a series end the LLC? A court acting under § 35-8-902(3) may decree only the series' termination, not dissolution of the LLC.

Statutes and sources

• Mont. Code Ann. § 35-8-102(29): “"Series of members" means a group or collection of members of a limited liability company who share interests and have separate rights, powers, or duties with respect to property, obligations, or profits and losses associated with property or obligations and who are specified in the articles of organization or operating agreement of the limited liability company or are specified by one or more members or managers of the limited liability company or other persons as provided in the articles of organization or operating agreement.” https://mca.legmt.gov/bills/mca/title_0350/chapter_0080/part_0010/section_0020/0350-0080-0010-0020.html (accessed 2026-09-27).
• Mont. Code Ann. § 35-8-103(1)(a): “The name of each limited liability company as set forth in its articles of organization must contain the words "limited liability company" or "limited company" or the abbreviations "l.l.c.", "l.c.", "llc", or "lc". The word "limited" may be abbreviated as "ltd.", and the word "company" may be abbreviated as "co.".” https://mca.legmt.gov/bills/mca/title_0350/chapter_0080/part_0010/section_0030/0350-0080-0010-0030.html (accessed 2026-09-27).
• Mont. Code Ann. § 35-8-103(2): “A limited liability company name must be distinguishable on the records of the secretary of state from: (a) the name of any business corporation, nonprofit corporation, limited partnership, or limited liability company organized or reserved under the laws of this state; (b) the name of any foreign business corporation, foreign nonprofit corporation, foreign limited partnership, or foreign limited liability company registered or qualified to do business in this state; (c) any assumed business name, limited partnership name, trademark, service mark, or other name registered or reserved with the secretary of state; and (d) the corporate name of a domestic corporation that has dissolved but only for a period of 120 days after the effective date of its dissolution.” https://mca.legmt.gov/bills/mca/title_0350/chapter_0080/part_0010/section_0030/0350-0080-0010-0030.html (accessed 2026-09-27).
• Mont. Code Ann. § 35-8-201(1)-(2): “One or more persons may form a limited liability company consisting of one or more members by signing and filing articles of organization with the secretary of state. The person or persons need not be members of the limited liability company at the time of formation or after formation has occurred. A limited liability company is a legal entity distinct from its members. (2) Unless a delayed effective date is specified, the existence of a limited liability company begins when the articles of organization are filed.” https://mca.legmt.gov/bills/mca/title_0350/chapter_0080/part_0020/section_0010/0350-0080-0020-0010.html (accessed 2026-09-27).
• Mont. Code Ann. § 35-8-202(1)(h)-(j): “if the limited liability company has one or more series of members, the operating agreement of each series of members in writing; (i) if the limited liability company has one or more series of members, a statement of whether the debts or liabilities of any series of members are to be enforceable against the assets of that series of members only and not against the assets of another series of members or the limited liability company generally; (j) if the limited liability company has one or more series of members, a statement setting forth the relative rights, powers, and duties of each series of members or indicating that the relative rights, powers, and duties of each series of members will be set forth in the operating agreement or established as provided in the operating agreement;” https://mca.legmt.gov/bills/mca/title_0350/chapter_0080/part_0020/section_0020/0350-0080-0020-0020.html (accessed 2026-09-27).
• Mont. Code Ann. § 35-8-202(4): “The articles of organization or operating agreement may provide that the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular series of members are enforceable against the assets of that series of members only and not against the assets of the limited liability company generally or any other series of members.” https://mca.legmt.gov/bills/mca/title_0350/chapter_0080/part_0020/section_0020/0350-0080-0020-0020.html (accessed 2026-09-27).
• Mont. Code Ann. § 35-8-203(1): “The articles of organization of a limited liability company are amended by filing articles of amendment with the secretary of state. The articles of amendment must set forth: (a) the name of the limited liability company; (b) the date the articles of organization were filed; and (c) the amendment to the articles of organization.” https://mca.legmt.gov/bills/mca/title_0350/chapter_0080/part_0020/section_0030/0350-0080-0020-0030.html (accessed 2026-09-27).
• Mont. Code Ann. § 35-8-205(3): “All documents filed with the secretary of state must reflect the name of the limited liability company and all series of members within the limited liability company if the limited liability company has one or more series of members.” https://mca.legmt.gov/bills/mca/title_0350/chapter_0080/part_0020/section_0050/0350-0080-0020-0050.html (accessed 2026-09-27).
• Mont. Code Ann. § 35-8-208(1)(e): “that the management of a series of members is vested in the members associated with the series of members;” https://mca.legmt.gov/bills/mca/title_0350/chapter_0080/part_0020/section_0080/0350-0080-0020-0080.html (accessed 2026-09-27).
• Mont. Code Ann. § 35-8-211(1): “The secretary of state shall establish fees for the following: (a) filing documents as required by this chapter; and (b) copying documents, priority handling, transmitting or filing facsimile copies, and providing computer-generated information.” https://mca.legmt.gov/bills/mca/title_0350/chapter_0080/part_0020/section_0110/0350-0080-0020-0110.html (accessed 2026-09-27).
• Mont. Code Ann. § 35-8-304(4): “The debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular series of members are enforceable against the assets of that series of members only and not against the assets of the company generally or any other series of members if: (a) separate and distinct records are maintained for the series of members and the assets associated with the series of members are held, directly or indirectly, including through a nominee or otherwise, and accounted for separately from the other assets of the company and any other series of members; and (b) unless otherwise provided in the articles of organization or operating agreement, debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the company generally or another series of members are not enforceable against the assets of the series of members.” https://mca.legmt.gov/bills/mca/title_0350/chapter_0080/part_0030/section_0040/0350-0080-0030-0040.html (accessed 2026-09-27).
• Mont. Code Ann. § 35-8-307(7): “The articles of organization or operating agreement of a limited liability company may: (i) create one or more series of members; or (ii) vest authority in one or more members or managers of the company or in other persons to create one or more series of members that may include, without limitation, rights, powers, and duties senior to any existing series of members. (b) The articles of organization or operating agreement may provide that any member associated with a series of members has no voting rights or has voting rights that differ from other members or other series of members. (c) A series of members may have separate powers, rights, or duties with respect to specified property or obligations of the company or profits and losses associated with specified property or obligations, and any series of members may have a separate business purpose or investment objective.” https://mca.legmt.gov/bills/mca/title_0350/chapter_0080/part_0030/section_0070/0350-0080-0030-0070.html (accessed 2026-09-27).
• Mont. Code Ann. § 35-8-901(4)-(5): “The affairs of a series of members of a limited liability company must be wound up: (a) at the time, if any, specified in the articles of organization; (b) upon the occurrence of an event specified in the operating agreement; (c) unless otherwise provided in the articles of organization or operating agreement, upon the affirmative vote or written agreement of all the members associated with the series of members; or (d) upon entry of a decree of judicial termination of the series of members pursuant to 35-8-902 . (5) (a) Unless otherwise provided in the articles of organization or operating agreement, upon the occurrence of an event requiring the affairs of a series of members to be wound up, a manager of the series who has not wrongfully terminated the series or, if there is not a manager, the members associated with the series, or a person approved by all of the members of the series may wind up the affairs of the series. (b) Unless otherwise provided in the articles of organization or operating agreement, the person or persons winding up the affairs of a series of members: (i) may take all actions necessary or proper to wind up the affairs of the series; and (ii) shall distribute the assets of the series of members to the creditors of the series and the members associated with the series.” https://mca.legmt.gov/bills/mca/title_0350/chapter_0080/part_0090/section_0010/0350-0080-0090-0010.html (accessed 2026-09-27).
• Mont. Code Ann. § 35-8-902(3): “Whenever it is not reasonably practicable to carry on the business of a series of members in conformity with the articles of organization or operating agreement and upon application by or for a member of the series of members, a district court may decree only the termination of the series of members and may not decree the dissolution of the limited liability company.” https://mca.legmt.gov/bills/mca/title_0350/chapter_0080/part_0090/section_0020/0350-0080-0090-0020.html (accessed 2026-09-27).