MT HB463

Montana limited liability companies (LLCs) may convert to domestic corporations or limited liability partnerships by filing articles of conversion with the Secretary of State

Conversion requires approval by all LLC members or the percentage specified in the operating agreement, with separate written consent required from any member who would become subject to personal liability

The written plan of conversion must include terms for converting member interests into shares, partnership interests, cash, or other consideration, plus the full text of the new entity's governing documents

Upon conversion, all property, contracts, debts, and liabilities transfer automatically to the new entity, which is treated as the same legal entity continuing without dissolution

Conversion becomes effective upon filing or up to 90 days later if specified, and amends Section 35-8-1205, MCA to add definitions related to LLC conversions