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LLC Operating Agreement

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LIMITED LIABILITY COMPANY DISSOLUTION
MONTANA

Electronic Version

STATUTORY REFERENCE

Montana Code Annotated - Title 35, Chapter 8, Part 9 - Dissolution

http://leg.mt.gov/bills/mca/title_0350/chapter_0080/part_0090/sections_index.html

A Montana LLC can be dissolved voluntarily or involuntarily (“judicial dissolution”). THIS FORM PACKAGE ADDRESSES ONLY VOLUNTARY DISSOLUTION.

Please review the Montana Code relevant to LLC dissolution, noted in the Statutory Reference section, above.

***

Disclaimer:

If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm

STEPS AND GUIDELINES TO DISSOLVE A
MONTANA LLC

LLC Dissolution is relatively simple. The Statutory Selections in the first part of this package are the steps you must follow to dissolve and terminate your LLC. Those steps are summarized as follows:

  1. There must be a dissolution event, for example the agreement or vote of the Members, the end of the established term of existence of the LLC, etc. (§35-8-901)
  2. The activities of the LLC must be wound up, its debts paid and assets distributed. (§35-8-903)
  3. Asset distribution is covered in §35-8-905.
  4. If there are some known debts you do not desire to repay, or are not able to repay, you may attempt to use the procedure in §35-8-909. Form 2 is included below for this purpose.
  5. In order to provide some protection against unknown claims, you may use the procedure in §35-9-909. Form 3 is included below for this purpose.
  6. When winding up and distribution of assets are complete, file the Articles of Termination (Form 1, below) with the Secretary of State.

FORM 1
ARTICLES OF TERMINATION

To download, click the link below, or copy the link into the address window of your web browser.

http://www.uslegalforms.com/incorporation/MT/MT-DissLLC.pdf

The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html. The download is quick and easy.

Fill out this form, and mail it in as directed.
FOLLOW THE INSTRUCTIONS ON THE FORM.

FORM 2
NOTICE OF DISSOLUTION AND
REQUEST FOR CLAIMS

Mail form to each unpaid claimant.

Deadline Note:

The deadline which you must give in the following notice must not be less than 120 days from the later of (1) the effective date of the written notice, or (2) the filing of the articles of termination.

NOTICE OF TERMINATION OF LLC
AND REQUEST FOR CLAIMS

TO:

Notice is hereby given that a Montana Limited Liability Company (LLC) with its office at has dissolved and begun winding up and/or filed Articles of Termination with the Secretary of State in accordance with the laws of Montana.

The LLC requests that all claimants against the LLC provide written proof of their claims to the LLC at the following address:

All claims must be in writing and must contain sufficient information reasonably to inform the LLC of the identity of the claimant and the substance of the claim, including:

Deadline: All claims must be received by

The claim will be barred if not received by the deadline.

DATE OF NOTICE:

BY:

FORM 3
NEWSPAPER NOTICE OF
DISSOLUTION/TERMINATION
(AGAINST UNKNOWN CLAIMS)

Per §39-8-909, above, this notice must be published at least once in a newspaper of general circulation in the county in which the dissolved or terminated limited liability company's principal office is located or, if there is none in this state, then in the county in which its designated office is or was last located.

NOTE:

Edit the form to reflect Dissolution (you have not yet filed Articles of Termination), or Termination (you HAVE filed Articles of Termination).

PUBLIC NOTICE OF OF
, LLC

Notice is hereby given that a Montana Limited Liability Company (LLC) with its office at has .

The LLC requests that any claimants against the LLC provide written proof of their claims to the LLC at the following address:

All claims must be in writing and must contain sufficient information reasonably to inform the LLC of the identity of the claimant and the substance of the claim, including:

Deadline: A claim against the LLC is barred unless a proceeding to enforce the claim is commenced within 5 years after publication of this notice.

BY:

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What an LLC Operating Agreement Is and Why It Matters

An LLC Operating Agreement is a private, written contract among members of a limited liability company that governs ownership, management, voting rights, profit distributions, and member obligations. While not always required by state statute, this document establishes internal rules, clarifies decision-making authority, defines capital contributions, and sets procedures for admitting or withdrawing members. It helps preserve limited liability protection by documenting separation between personal and business affairs. Use clear, consistent names and dates, specify governing law, and include dispute resolution and amendment procedures to reduce ambiguity and litigation risk.

How an Operating Agreement Protects Members and Clarifies Governance

An LLC Operating Agreement clarifies member rights, protects limited liability by documenting separate governance, reduces disputes through defined voting and transfer rules, and provides a contractual basis for enforcing obligations. Lenders and banks often request it to verify authority and ownership.

How an Operating Agreement Protects Members and Clarifies Governance

Who Typically Prepares and Uses an LLC Operating Agreement

Common users include company founders, members, managers, and advisors preparing governance and capital structure details for operating an LLC.

  • Single-member and multi-member LLC owners seeking clear governance and tax treatment guidance.
  • Managers and managing members documenting authority, distributions, and duties to limit internal disputes.
  • Investors, lenders, and banks reviewing ownership percentages, voting rights, and signatory authority.

Legal counsel and accountants also use operating agreements to align tax elections, compliance, and member reporting responsibilities.

Representative Roles Who Sign or Review

Founder

A founder who is sole or majority owner uses the LLC Operating Agreement to document capital contribution, voting thresholds, distributions, and exit mechanics. Clear provisions reduce later disputes and support limited liability by evidencing separation of personal and business activities.

Attorney

Outside counsel or in-house counsel drafts and reviews operating agreements to ensure enforceability, compliance with chosen governing state law, and alignment with tax planning. Counsel typically advises on buy-sell clauses, member obligations, and amendment procedures.

Essential Data Elements to Include

Company Name: Exact legal LLC name
Principal Office: Street address, city, state, ZIP
Members: Full legal names and ownership percentages
Capital Contributions: Amount, form, and timing
Governing Law: State chosen for dispute resolution
Signature Blocks: Printed name, title, date, signature

Key Risks and Legal Consequences of Errors

Loss of Liability: Piercing risk if formalities ignored
Tax Penalties: Withholding, IRC §6721 fines
Contract Disputes: Unclear terms invite litigation
Banking Access: Banks may refuse accounts
Invalid Transfers: Unauthorized member transfers
State Fines: Filing fee penalties possible

Common Preparation Mistakes to Avoid

  • Using vague distribution language that fails to specify priorities, percentages, or timing can create disputes and unpredictable tax outcomes.
  • Listing informal or nickname versions of member names instead of exact legal names can cause mismatches with bank or tax records.
  • Omitting buy-sell or withdrawal procedures leaves valuation and transfer disputes to be resolved later, often by costly litigation.
  • Failing to update the agreement after admitting new members or capital changes undermines enforceability and may trigger tax reporting errors.

Step-by-Step: Complete an LLC Operating Agreement

Follow these steps to complete an LLC Operating Agreement accurately and ensure all members are bound by its terms.

  • 01
    Prepare: Gather legal names, addresses, capital contribution details.
  • 02
    Draft: Define governance, voting, and distribution rules clearly.
  • 03
    Review: Have counsel and members review for accuracy and conflicts.
  • 04
    Sign: All members sign, date, and retain copies.

Where to Keep or Provide the Signed Agreement

Decide whether to keep the operating agreement internal or file related documents with the state where the LLC is registered.

  • State Filing: Most states do not require filing the operating agreement.
  • Public Records: Articles of Organization are public; the agreement usually remains private.
  • Banks: Provide agreement to banks when opening accounts or obtaining credit.
  • Lenders: Lenders and investors often request certified copies for due diligence.

Setting Up an Online Signing Workflow for the Agreement

Configure an online workflow for signature collection, authentication, and secure storage when completing the operating agreement.

Workflow Field Name and Purpose How to set up each workflow item
Signature Method, Placement, and Format Electronic signature fields; support image and typed options
Signer Authentication, KBA, and MFA Options Email plus SMS code; consider ID verification for high risk
Template and Clause Reuse Strategy Create reusable clauses for buyouts, distributions, and member exits
Retention, Storage, and Access Controls Encrypted storage, version history, and role-based access

Platform Capabilities to Support Signing and Storage

Choose an eSignature platform that supports certificate-level audit trails, secure storage, and required authentication to sign the LLC Operating Agreement.

  • Document Formats: PDF, Word DOCX accepted
  • Integrations: Connectors for NetSuite, Salesforce, Google Workspace
  • Authentication: Email, SMS, or advanced multi-factor options

Timing: When to Adopt, Amend, and Provide Copies

Key dates and timing for adopting, updating, and providing copies of an LLC Operating Agreement vary; track formation date, capital contributions, and member admissions.

Formation Date:

Adopt agreement at or shortly after Articles of Organization filing.

Capital Contributions:

Document contribution dates to reflect member capital accounts and tax basis.

Member Admission:

Amend agreement when admitting new members with effective dates.

Banking & Lenders:

Provide certified copies at account opening or loan closing.

Periodic Review:

Review annually or upon major business events for necessary updates.

Milestones from Formation to Amendment

Typical milestones from formation to amendment help parties track responsibilities and legal obligations over the LLC lifecycle.

01

Formation Filed

File Articles of Organization and record formation date.

02

Operating Agreement Adopted

Members approve and sign the initial agreement document.

03

Capitalization Complete

Record member contributions and update capital accounts accordingly.

04

Amendments Executed

Execute written amendments for member changes or transfers.

Compare eSignature Plan Features and Starting Prices

Compare common eSignature plan features and starting prices to choose a provider for executing LLC Operating Agreements.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial Yes, 7-day trial No No Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year No cap No cap No cap

Practical Examples of Operating Agreements in Use

Real-world examples show how organizations use signed operating agreements to simplify governance and reduce execution time.

Optica Ventures

Optica Ventures standardized its LLC Operating Agreement to reflect member roles and automate signature collection across multiple properties.

  • Saved time on closings and documentation.
  • By keeping the agreement private but accessible, staff reduced manual follow-up, ensured consistent capital accounting, and provided banks with reliable certified copies during financing. The standard form reduced disputes and improved audit readiness across their portfolio.

Martin Properties

Martin Properties moved signatures online, adopting a single operating agreement template for new property entities to accelerate formation and lease execution.

  • Execution time dropped and mobile signing was critical.
  • Using an electronic workflow ensured documents were returned fully signed, reduced in-person meetings, and preserved an audit trail with timestamps and signer attribution. Staff reported fewer follow-ups and faster onboarding for newly formed LLCs.

Practical Drafting and Review Tips

Adopt clear drafting and review practices to minimize disputes and maintain compliance when creating or updating an LLC Operating Agreement.

Use clear, precise, unambiguous language
Avoid undefined terms and vague phrases. Define member classes, distribution waterfalls, and decision thresholds. Include examples or formulas for allocations to prevent differing interpretations and ensure consistent tax reporting across members.
Document amendments and version control
Record every amendment in writing, date and sign each change, and maintain versioned copies. Retain prior drafts and execute restatements when multiple amendments create complexity to reduce disputes and clarify member expectations.
Align tax elections and documents
Coordinate operating agreement language with tax elections (e.g., partnership or S election), capital account rules, and accounting methods. Consult a tax advisor to ensure distributions, allocations, and member reporting align with IRS rules and avoid unexpected liabilities.
Include dispute resolution paths and procedures
Specify mediation, arbitration, or court venues, and define applicable governing law. Clear dispute mechanisms reduce litigation costs and provide predictable timelines for resolving conflicts among members, managers, or third parties.

Saving, Exporting, and Archiving Signed Agreements

Preserve signed operating agreements in durable formats and maintain accessible archives with version history and audit logs for compliance and future reference.

Export Options

Save a tamper-evident signed PDF/A and retain the certificate of completion. Also export editable DOCX copies for internal redlining, but preserve the signed PDF as the official record to prevent discrepancies.

Audit Trail

Keep audit logs showing timestamps, signer IPs, authentication method, signature certificates, and document events. Retain these records to support admissibility under ESIGN and demonstrate chain of custody during audits.

Archive Formats

Store final signed agreements as PDF/A for long-term preservation, with checksum and encryption. Keep an indexable copy for search and an offsite backup to satisfy business continuity requirements.

Access Controls

Enforce role-based permissions, multi-factor authentication for administrative access, and logging of view/download actions to reduce unauthorized access risk, meet compliance expectations, and provide audit evidence during reviews.

How an Operating Agreement Compares to Similar Entity Documents

Compare key features of LLC Operating Agreements with partnership agreements and corporate bylaws to pick the correct governance document for your entity.

Comparison Criteria Across Entity Documents LLC Operating Agreement Partnership Agreement Corporate Bylaws
Management Structure flexible roles partner-managed board-officer governance
Public Filing private private public filings
Profit Allocation custom allocations agreed partner splits shares determine dividends
Legal Formalities moderate low high

Frequently Asked Questions About LLC Operating Agreements

Answers to common questions about drafting, signing, and enforcing an LLC Operating Agreement, including eSignature and state considerations.


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