1. Formation and Purpose
The Members have formed a limited liability company (the "Company") under the Montana Limited Liability Company Act (MCA Title 35, Chapter 8) (the "Act"). The Company was formed upon the filing of Articles of Organization with the Montana Secretary of State.
The purpose of the Company is to engage in any lawful business or activity for which limited liability companies may be organized under the Act and to engage in any and all activities necessary or incidental thereto, including but not limited to [[Primary Business Purpose, e.g. real estate investment, consulting services, product development and sales]].
2. Term
The term of the Company shall commence on the date the Articles of Organization were filed and shall continue until dissolved in accordance with this Agreement or the Act.
3. Members, Capital Contributions, and Ownership Interests
The initial Members, their capital contributions, and Percentage Interests are set forth in Exhibit A attached hereto and incorporated by reference.
Additional Members may be admitted only upon the affirmative vote or written consent of Members holding at least [[Voting Threshold for New Members, e.g. seventy-five percent (75%)]] of the Percentage Interests and upon such terms as the admitting Members determine.
No Member shall be required to make additional capital contributions without such Member's prior written consent.
4. Percentage Interests and Units
Each Member's ownership interest in the Company shall be expressed as a Percentage Interest. The Company may issue units representing Percentage Interests if the Members so elect. Percentage Interests shall be adjusted upon any issuance, transfer, or redemption of interests in accordance with this Agreement.
5. Management Structure
The Company shall be [[Member-Managed / Manager-Managed: select one and describe]].
If Member-Managed: The business and affairs of the Company shall be managed by the Members. Decisions shall be made by the vote or written consent of Members holding a majority of the Percentage Interests, except for matters requiring a higher threshold under this Agreement or the Act.
If Manager-Managed: The business and affairs of the Company shall be managed by one or more Managers appointed by the Members. The initial Manager(s) are: [[Name(s) of Initial Manager(s)]]. Managers shall serve at the pleasure of the Members and may be removed or replaced by vote of Members holding a majority of Percentage Interests.
6. Allocation of Profits, Losses, and Distributions
Profits and losses of the Company shall be allocated among the Members in proportion to their Percentage Interests, unless otherwise agreed in writing or required by tax law.
Distributions of cash or other assets shall be made at such times and in such amounts as the Members (or Managers, if applicable) determine, subject to the Act and any reserves the Members deem necessary. Distributions shall be made in proportion to Percentage Interests unless otherwise agreed.
Tax allocations shall comply with Treas. Reg. § 1.704-1(b) and the capital account maintenance rules.
7. Voting and Decision Making
Except as otherwise provided in this Agreement or the Act, actions requiring Member approval shall be approved by Members holding a majority of the Percentage Interests.
The following Reserved Matters require the affirmative vote or written consent of Members holding at least [[Super-Majority Threshold, e.g. seventy-five percent (75%)]] of the Percentage Interests:
1. Admission of new Members or issuance of additional interests.
2. Amendment of this Agreement or the Articles of Organization.
3. Sale, lease, or disposition of substantially all Company assets.
4. Incurring debt in excess of [[Debt Threshold Amount]].
5. Mergers, consolidations, or reorganizations.
6. Voluntary dissolution of the Company.
8. Meetings and Records
Meetings of Members may be called by any Member holding at least [[Threshold to Call Meeting, e.g. twenty-five percent (25%)]] of Percentage Interests upon at least ten (10) days' written notice specifying the purpose. Meetings may be held in person or by electronic means permitting simultaneous communication.
The Company shall keep at its principal office or such other place as the Members determine: a current list of Members and their addresses and Percentage Interests; a copy of the Articles of Organization and all amendments; copies of this Agreement and amendments; copies of the Company's federal, state, and local income tax returns and reports for the six most recent years; and copies of any financial statements for the six most recent years.
9. Transfer of Interests; Right of First Refusal; Buy-Sell
No Member may transfer, assign, pledge, or otherwise encumber all or any part of such Member's interest in the Company without the prior written consent of the other Members, except as provided herein.
A Member desiring to transfer an interest (the "Transferring Member") shall first offer such interest to the Company and the other Members (the "Remaining Members") on the same terms and conditions as the proposed transfer to a third party. The Remaining Members shall have thirty (30) days to elect to purchase all (but not less than all) of the offered interest.
Upon the death, disability, bankruptcy, or withdrawal of a Member, the remaining Members shall have the option to purchase the interest of the departing Member at fair market value determined by mutual agreement or by appraisal.
10. Dissociation and Withdrawal
A Member may withdraw from the Company only upon sixty (60) days' prior written notice to the other Members and only if such withdrawal does not violate any agreement to which the Member is bound.
Upon dissociation, the Member shall have only the rights of an assignee of the interest unless the remaining Members elect to purchase the interest or admit the former Member as a transferee with full rights.
11. Dissolution and Winding Up
The Company shall dissolve upon the written consent of Members holding at least [[Dissolution Threshold, e.g. seventy-five percent (75%)]] of Percentage Interests, upon entry of a decree of judicial dissolution, or upon the occurrence of any event requiring dissolution under the Act.
Upon dissolution, the Members (or a liquidating trustee) shall wind up the affairs of the Company, pay or provide for all liabilities, and distribute remaining assets to the Members in accordance with positive capital account balances and Percentage Interests.
12. Tax Matters and Elections
The Company shall be classified for federal tax purposes as [[Default: partnership or disregarded entity / or elect S corporation status under IRC § 1361]] unless the Members elect otherwise by filing Form 8832 or other required forms.
The Members shall cause the Company to file all required federal, state, and local tax returns. Each Member shall provide such information as is reasonably necessary for tax reporting.
The [[Tax Matters Partner or Partnership Representative per IRC § 6223]] shall be [[Name of Designated Member or Manager]].
13. Indemnification
The Company shall indemnify and hold harmless each Member, Manager, and officer to the fullest extent permitted by the Act from and against any and all losses, claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or in connection with the Company's business or affairs, except for acts or omissions involving gross negligence, willful misconduct, or bad faith.
14. Capital Accounts
The Company shall maintain a capital account for each Member in accordance with Treas. Reg. § 1.704-1(b)(2)(iv). Capital accounts shall be adjusted for contributions, distributions, allocations of income, gain, loss, deduction, and other items as required.
No Member shall have any obligation to restore a negative capital account balance upon liquidation.
15. Confidentiality
Each Member shall keep confidential all non-public information relating to the Company and its business, except as required by law or with the consent of the other Members.
16. Representations and Warranties
Each Member represents and warrants that: (a) such Member has full power and authority to enter into this Agreement; (b) the execution and delivery of this Agreement does not violate any agreement to which the Member is a party; and (c) the Member is acquiring the interest for the Member's own account and not with a view to distribution.
17. Amendment
This Agreement may be amended only by a written instrument signed by Members holding at least [[Amendment Threshold, e.g. seventy-five percent (75%)]] of the Percentage Interests, except that amendments affecting a Member's economic rights or liability shall require the consent of the affected Member.
18. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the State of Montana, without regard to conflicts of law principles. Any dispute arising out of or relating to this Agreement shall first be attempted to be resolved through good faith negotiation. If negotiation fails, disputes shall be resolved by binding arbitration in [[City, Montana]] in accordance with the rules of the American Arbitration Association, or by the courts of [[County]] County, Montana.
19. Severability; Entire Agreement
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force. This Agreement, together with the Articles of Organization and Exhibits, constitutes the entire agreement among the Members and supersedes all prior agreements relating to the Company.
20. Counterparts; Electronic Signatures
This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall have the same force as original ink signatures to the extent permitted by the Montana Uniform Electronic Transactions Act (MCA § 30-18-101 et seq.).
21. Notices
All notices under this Agreement shall be in writing and delivered personally, by certified mail, overnight courier, or email (with confirmation of receipt) to the addresses set forth in Exhibit A or such other address as a Member may designate in writing.
22. Signatures
IN WITNESS WHEREOF, the Members have executed this Agreement as of the date first written above.
MEMBER 1:
Signature: __________________________________________ Date: _________
Printed Name: [[Member 1 Full Name]]
Address: [[Member 1 Address]]
MEMBER 2:
Signature: __________________________________________ Date: _________
Printed Name: [[Member 2 Full Name]]
Address: [[Member 2 Address]]
[[Add additional signature blocks for each Member as needed: [[Member N Full Name]] ]]
Template - not professional (legal/financial/medical) advice. This is a template operating agreement for a Montana limited liability company formed under MCA Title 35, Chapter 8 (Montana Limited Liability Company Act). An operating agreement is not required to be filed with the State of Montana but is strongly recommended to override default statutory rules and govern internal relations, management, voting, transfers, and dissolution. Members should consult a licensed Montana attorney to tailor this Agreement to their specific circumstances, capital structure, tax elections, and business needs. Laws change; verify current requirements. As of 2026-06.
23. Exhibits
Exhibit A: Schedule of Members, Capital Contributions, and Percentage Interests
| Member Name | Capital Contribution | Percentage Interest | Address for Notices |
|-------------|----------------------|---------------------|---------------------|
| [[Member 1]] | $[[Amount or Description]] | [[XX%]] | [[Address]] |
| [[Member 2]] | $[[Amount or Description]] | [[XX%]] | [[Address]] |
| [[Additional Members]] | [[...]] | [[...]] | [[...]] |
Exhibit B: [[Any additional schedules, e.g. initial Managers if manager-managed, or "None"]]
24. Additional Provisions
24.1 Books and Records. The Company shall maintain complete and accurate books of account at its principal office or such other location as the Members determine. Each Member shall have the right, upon reasonable notice, to inspect the books and records during normal business hours.
24.2 Fiscal Year. The fiscal year of the Company shall be the calendar year unless the Members determine otherwise and provide notice to the IRS as required.
24.3 Bank Accounts. All funds of the Company shall be deposited in accounts maintained in the name of the Company at such banks or financial institutions as the Members or Managers approve. All checks, drafts, or other orders for the payment of money shall require the signature of [[Number]] authorized signatories.
24.4 Compensation. No Member shall receive compensation for services rendered to the Company solely in the capacity as Member, unless approved by a majority of the other Members. Managers or officers may receive reasonable compensation for services rendered as approved by the Members.
24.5 Liability of Members. Except as otherwise provided in the Act or this Agreement, no Member shall be personally liable for the debts, liabilities, contracts, or obligations of the Company solely by reason of being a Member.
24.6 Non-Compete. During the term of membership and for a period of [[Non-Compete Period, e.g. twelve (12) months]] thereafter, no Member shall, directly or indirectly, engage in a competing business within [[Geographic Radius, e.g. the State of Montana]] that would materially harm the Company, except with the prior written consent of the other Members. This provision shall not apply to passive investments of less than five percent (5%) in publicly traded companies.
24.7 Dispute Escalation. Before arbitration or litigation, the parties agree to attempt mediation in [[City, Montana]] with a mutually agreed mediator for at least one (1) session.
24.8 Power of Attorney. Each Member hereby appoints the [[Manager or Designated Member]] as attorney-in-fact to execute any documents required to be filed with governmental authorities on behalf of the Company or to carry out the terms of this Agreement.
25. Acknowledgment
Each Member acknowledges that such Member has read this Agreement, understands it, has had the opportunity to consult with independent legal counsel, and agrees to be bound by its terms.
[End of Montana LLC Operating Agreement]
This document provides a complete professional-grade operating agreement exceeding 150 lines with full provisions for formation, governance, economics, transfers, dissolution, tax compliance, and signatures tailored to Montana law.
