Montana State Statute Code

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35-1-215.

Incorporators.

One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing.

35-1-236.

Bylaws.

  1. The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
  2. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is consistent with law or the articles of incorporation.

35-1-416.

Requirement for and duties of board of directors.

  1. Each corporation must have a board of directors.
  2. Subject to any limitation set forth in the articles of incorporation, all corporate powers must be exercised by or under the authority of the board of directors, and the business and affairs of the corporation must be managed under the direction of its board of directors.

35-1-534.

Liability of shareholders.

  1. A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued as provided in 35-1-623 or specified in the subscription agreement as provided in 35-1-622.
  2. Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that a shareholder may become personally liable by reason of that shareholder's own acts or conduct.

35-1-618.

Authorized shares.

  1. The articles of incorporation must prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class. Prior to the issuance of shares of a class, the preferences, limitations, and relative rights of that class must be described in the articles of incorporation. All shares of a class must have preferences, limitations, and relative rights identical to those of other shares of the same class, except to the extent otherwise permitted by 35-1-619.
    1. The articles of incorporation must authorize:
      1. one or more classes of shares that together have unlimited voting rights; and
      2. one or more classes of shares which may be the same class or classes as those with voting rights.
    2. The classes of shares listed in subsections (2)(a)(i) and (2)(a)(ii), taken together are entitled to receive the net assets of the corporation upon dissolution.
  3. The articles of incorporation may authorize one or more classes of shares that:
    1. have special, conditional, or limited voting rights or no right to vote, except to the extent prohibited by this chapter;
    2. are redeemable or convertible as specified in the articles of incorporation:
      1. at the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event;
      2. for cash, indebtedness, securities, or other property; and
      3. in a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;
    3. entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative; and
    4. have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.
  4. The description of the designations, preferences, limitations, and relative rights of share classes in subsection (3) is not exhaustive.
  5. When authorized by its articles of incorporation to do so, a corporation may issue bonds, debentures, or other obligations convertible into shares of any class in the amounts and on terms and conditions that may be provided by resolutions of the board of directors.

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LLC

35-8-201.

Formation.

  1. 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.
  3. The filing of the articles of organization by the secretary of state pursuant to 35-8-205 is conclusive proof that the organizers have satisfied all conditions precedent to the creation of a limited liability company.

35-8-304.

Liability of members and managers to third parties.

  1. Except as provided in subsection (3), a person who is a member or manager, or both, of a limited liability company is not liable, solely by reason of being a member or manager, or both, under a judgment, decree or order of a court, or in any other manner, for a debt, obligation, or liability of the limited liability company, whether arising in contract, tort, or otherwise or for the acts or omissions of any other member, manager, agent, or employee of the limited liability company.
  2. The failure of a limited liability company to observe the usual company formalities or requirements relating to the exercise of its company powers or management of its business is not a ground for imposing personal liability on the members or managers of the limited liability company.
  3. All or specified members of a limited liability company are liable in their capacity as members for all or specified debts, obligations, or liabilities of the company if:
    1. a provision to that effect is contained in the articles of organization; and
    2. a member named as liable has consented in writing to the adoption of the provision or to be bound by the provision.

    4. 35-8-307.

    Management and voting.

    1. Unless the articles of organization or the operating agreement provide otherwise, in a member-managed company:
      1. each member has equal rights in the management and conduct of the company's business; and
      2. except as provided in subsection (3), any matter relating to the business of the company may be decided by a majority of the members.
    2. Unless the articles of organization or the operating agreement provide otherwise, in a manager-managed company:
      1. each manager has equal rights in the management and conduct of the company's business;
      2. except as provided in subsection (3), any matter relating to the business of the company may be exclusively decided by the manager or, if there is more than one manager, by a majority of the managers; and
      3. a manager:
        1. must be designated, appointed, elected, removed, or replaced by a vote, approval, or consent of a majority of the members; and
        2. holds office until a successor has been elected and qualified, unless the manager sooner resigns or is removed.
    3. Unless the articles of organization or the operating agreement provide otherwise, the only matters of a member-managed or manager-managed company's business requiring the consent of all of the members are:
      1. the amendment of the operating agreement under 35-8-109;
      2. the authorization or ratification of acts or transactions under 35-8-109(3)(b)(ii) that would otherwise violate the duty of loyalty;
      3. an amendment to the articles of organization under 35-8-203;
      4. the compromise of an obligation to make a contribution under 35-8-502;
      5. the compromise, as among members, of an obligation to make a contribution or return money or other property paid or distributed in violation of this chapter;
      6. the making of interim distributions under 35-8-601, including the redemption or repurchase of an interest;
      7. the admission of a new member;
      8. the use of the company's property to redeem an interest subject to a charging order;
      9. the consent to dissolve the company under 35-8-901;
      10. a waiver of the right to have the company's business wound up and the company terminated under 35-8-901;
      11. the consent of members to merge with another entity under 35-8-1201; and
      12. the sale, lease, exchange, or other disposal of all, or substantially all, of the company's property with or without goodwill.
    4. Action requiring the consent of members or managers under this chapter may be taken without a meeting.
    5. A member or manager may appoint a proxy to vote or otherwise act for the member or manager by signing an appointment instrument, either personally or by the member's or manager's attorney-in-fact.