Montana Code 35-8-202. Articles of organization
35-8-202. Articles of organization. (1) The articles of organization must set forth:
Terms Used In Montana Code 35-8-202
- Articles of organization: means articles filed pursuant to 35-8-201 and those articles as amended or restated. See Montana Code 35-8-102
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Business: includes every trade, occupation, profession, or other lawful purpose, whether or not carried on for profit. See Montana Code 35-8-102
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Manager: means a person who, whether or not a member of a manager-managed company, is vested with authority under 35-8-301. See Montana Code 35-8-102
- Member: means a person who has been admitted to membership in a limited liability company, as provided in 35-8-703, and who has not dissociated from the limited liability company. See Montana Code 35-8-102
- Operating agreement: means an agreement, including amendments, as to the conduct of the business and affairs of a limited liability company and the relations among the members, managers, and the company that is binding upon all of the members. See Montana Code 35-8-102
- Person: means an individual, a general partnership, a limited partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation, or any other legal or commercial entity. See Montana Code 35-8-102
- Professional limited liability company: means a limited liability company designating itself as a professional limited liability company in its articles of organization. See Montana Code 35-8-102
- Professional service: means a service that may lawfully be rendered only by persons licensed under a licensing law of this state and that may not be lawfully rendered by a limited liability company that is not a professional limited liability company. See Montana Code 35-8-102
- 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. See Montana Code 35-8-102
- Term company: means a limited liability company designated as a term company in its articles of organization. See Montana Code 35-8-102
- Writing: includes printing. See Montana Code 1-1-203
(a)the name of the limited liability company that satisfies the requirements of 35-8-103;
(b)whether the company is a term company and, if so, the term specified;
(c)the complete business mailing address of its principal office, wherever located;
(d)the information required by 35-7-105(1);
(e)(i) if the limited liability company is to be managed by a manager or managers, a statement that the company is to be managed in that fashion and the names and business mailing addresses of managers who are to serve as managers until the first meeting of members or until their successors are elected;
(ii)if the management of a limited liability company is reserved to the members, a statement that the company is to be managed in that fashion and the names and business mailing addresses of the initial members;
(f)whether one or more members of the company are to be liable for the limited liability company’s debts and obligations under 35-8-304(3);
(g)if the limited liability company is a professional limited liability company, a statement to that effect and a statement of the professional service or services it will render;
(h)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; and
(k)any other provision, not inconsistent with law, that the members elect to set out in the articles, including but not limited to a statement of whether there are limitations on the authority of members or management to bind the limited liability company.
(2)It is not necessary to set out in the articles of organization any of the powers enumerated in 35-8-107.
(3)The articles of organization may not vary the nonwaivable provisions set out in 35-8-109. As to all other matters, if any provision of an operating agreement is inconsistent with the articles of organization:
(a)the operating agreement controls as to managers, members, and a member‘s transferee; and
(b)the articles of organization control as to a person, other than a manager, member, and member’s transferee, that reasonably relies on the articles of organization to that person’s detriment.
(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.