Bill > HB898

This bill makes several important revisions to Montana's laws regarding Limited Liability Companies (LLCs), focusing on operating agreements and their interpretation. The bill clarifies that operating agreement terms must be interpreted according to existing contract law principles, and introduces new provisions that specify what can and cannot be included in an LLC's operating agreement. Key changes include allowing operating agreements to identify specific activities that do not violate a member's duty of loyalty, while preventing unreasonable restrictions on members' rights to information or access to records. The bill also provides guidance on management and voting within LLCs, detailing how decisions can be made in member-managed and manager-managed companies. Importantly, the bill includes a provision that in cases of ambiguity regarding dissolution, operating agreements should be construed in favor of maintaining the company's existence. The legislation applies retroactively to existing operating agreements and includes a small $100 appropriation to the Secretary of State's office to update their website to reflect these changes. The bill aims to provide more clarity and flexibility for LLC operations while maintaining certain fundamental protections for members.

Business and Industry

https://bills.legmt.gov/#/laws/bill/2/LC3626