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69th Legislature 2025 HB0463.2
- 1 - Authorized Print Version – HB 463
1 HOUSE BILL NO. 463
2 INTRODUCED BY S. FITZPATRICK
3
4 A BILL FOR AN ACT ENTITLED: “AN ACT ALLOWING A LIMITED LIABILITY COMPANY TO CONVERT TO A
5 CORPORATION OR A LIMITED LIABILITY PARTNERSHIP; PROVIDING REQUIREMENTS FOR A
6 CONVERSION; REQUIRING ALL MEMBERS TO AGREE TO THE CONVERSION; PROVIDING
7 REQUIREMENTS FOR DOCUMENTS THAT MUST BE SUBMITTED IN WRITING; PROVIDING FOR THE
8 EFFECTIVE DATE OF A THE LIMITED LIABILITY COMPANY CONVERSION; PROVIDING DEFINITIONS;
9 AND AMENDING SECTION 35-8-1205 35-8-307, MCA.”
10
11 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MONTANA:
12
13 (Refer to Introduced Bill)
14 Strike everything after the enacting clause and insert:
15
16 NEW SECTION. SECTION 1. ONVERSION OF LIMITED LIABILITY COMPANY TO DOMESTIC CORPORATION OR
17. (1) A LIMITED LIABILITY COMPANY MAY BE CONVERTED TO A DOMESTIC CORPORATION
18.
19 (2) THE PLAN OF A CONVERSION OF A LIMITED LIABILITY COMPANY TO A DOMESTIC CORPORATION OR A
20
21.IF AS A RESULT OF THE CONVERSION ONE OR
22
23, APPROVAL OF THE PLAN OF CONVERSION MUST REQUIRE THE SIGNING IN CONNECTION WITH THE
24, BY EACH AFFECTED INTEREST HOLDER, OF A SEPARATE WRITTEN CONSENT TO BECOME SUBJECT TO THE
25.
26 (3) AN PLAN OF CONVERSION MUST BE IN WRITING AND MUST:
27 (A)
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- 2 - Authorized Print Version – HB 463
1, INTO CASH OR OTHER CONSIDERATION TO BE PAID OR DELIVERED AS A RESULT OF THE
2, OR INTO A COMBINATION OF INTERESTS,
3; AND
4 (B), THE NAME, JURISDICTION OF
5, DOMESTIC CORPORATION OR LIMITED LIABILITY PARTNERSHIP,
6
7
8, WHICH MUST BE IN WRITING,
9
10 (4) IN ADDITION TO THE REQUIREMENTS OF SUBSECTION (3), A PLAN OF CONVERSION MAY CONTAIN ANY
11. THE TERMS OF A PLAN OF CONVERSION MAY BE MADE DEPENDENT ON
1235-14-120(11).
13 (5) AFTER A CONVERSION IS APPROVED UNDER SUBSECTION (2), THE LIMITED LIABILITY COMPANY SHALL
14
15TITLE 35
16 (A);
17 (B)
18;
19 (C)
20(2);
21
22 (D):
23 (I), THE ARTICLES OF INCORPORATION OF THE CORPORATION, AS AN
24 EXCEPT THAT PROVISIONS WOULD NOT BE REQUIRED TO BE INCLUDED IN A RESTATED ARTICLES OF
25; OR
26 (II), THE APPLICATION FOR REGISTRATION OF THE LIMITED
27, AS AN ATTACHMENT;
28 (F), THE LATER DATE AND TIME - 2025
69th Legislature 2025 HB0463.2
- 3 - Authorized Print Version – HB 463
1, WHICH MAY NOT BE MORE THAN 90 DAYS AFTER THE
2.
3 (6) IF THE CONVERTED ENTITY IS A DOMESTIC CORPORATION
435-14-202, EXCEPT THAT PROVISIONS THAT WOULD NOT BE REQUIRED TO BE INCLUDED
5. IF THE
6, ITS APPLICATION FOR REGISTRATION MUST SATISFY
735-10-701, EXCEPT THAT THE ARTICLES OF INCORPORATION OR APPLICATION FOR
8,,.
9 (7) IN ADDITION TO THE REQUIREMENTS OF SUBSECTION (5), THE ARTICLES OF CONVERSION MAY CONTAIN
10.
11 (8) A CONVERSION TAKES EFFECT WHEN THE ARTICLES OF CONVERSION ARE FILED IN THE OFFICE OF THE
12
1390.
14 (9) THIS SECTION ONLY ALLOWS A DOMESTIC LIMITED LIABILITY COMPANY TO CONVERT TO A DOMESTIC
15.
16
17 NEW SECTION. SECTION 2. FFECT OF CONVERSION OF LIMITED LIABILITY COMPANY TO DOMESTIC
18. (1) WHEN A CONVERSION BECOMES EFFECTIVE:
19 (A)
20
21, REVERSION, OR IMPAIRMENT;
22 (B), OBLIGATIONS, AND OTHER LIABILITIES OF THE CONVERTING LIMITED LIABILITY COMPANY
23, OBLIGATIONS, AND OTHER LIABILITIES OF THE CONVERTED DOMESTIC CORPORATION OR LIMITED
24;
25 (C)
26
27;
28 (D), ITS ARTICLES OF INCORPORATION AND - 2025
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1;
2 (E), THE APPLICATION OF
3;
4 (F),
5, OBLIGATIONS,, ELIGIBLE INTERESTS OR OTHER
6, CASH, OR OTHER PROPERTY IN ACCORDANCE WITH THE TERMS OF THE PLAN OF CONVERSION
7
8
9;
10 (G):
11 (I)TITLE 35,
1214, IN THE CASE OF A CONVERTED DOMESTIC CORPORATION AND THE PROVISIONS OF T35, CHAPTER 10,
13
14;
15
16 (II); AND
17 (III)
18.
19 (2) EXCEPT AS OTHERWISE PROVIDED IN THE ARTICLES OF INCORPORATION OF A DOMESTIC CORPORATION
20,
21
22
23
24.
25 (3) EXCEPT AS OTHERWISE PROVIDED IN THE ORGANIC LAW OR THE ORGANIC RULES OF THE CONVERTING
26, THE INTEREST HOLDER LIABILITY OF AN INTEREST HOLDER IN A CONVERTING LIMITED
27
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1:
2 (A) T
3.
4 (B) T
5(3)(A) AS
6.
7 (C) T
8
9(3)(A) AS IF THE CONVERSION HAD NOT
10.
11 (D) T, BY REASON OF THE PRIOR INTEREST HOLDER LIABILITY, HAVE
12
13.
14 (5) A CONVERSION DOES NOT REQUIRE THE CONVERTING LIMITED LIABILITY COMPANY TO WIND UP ITS
15
16.
17
18ECTION 3. Section 35-8-1205, MCA, is amended to read:
19 "35-8-1205. As used in this part, the following definitions apply:
20 (1) “APPLICATION FOR REGISTRATION OF LIMITED LIABILITY PARTNERSHIP” MEANS THE APPLICATION FOR
2135-10-701.
22 (2) “ARTICLES OF INCORPORATION” HAS THE MEANING AS PROVIDED IN 35-14-140.
23
24 (3) “C”[SECTION 1] OR 35-8-1210.
25 (4) “C” MEANS THE CONVERTING ENTITY AS IT CONTINUES IN EXISTENCE AFTER THE
26, CONVERTED LIMITED LIABILITY PARTNERSHIP, AND
27, AS APPLICABLE, THAT CONTINUES IN EXISTENCE AFTER THE CONVERSION
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1 (5) “CONVERTING ENTITY” MEANS THE DOMESTIC PARTNERSHIP OR LIMITED PARTNERSHIP THAT APPROVES
235-8-1210 OR THE CONVERTING LIMITED LIABILITY COMPANY,
3.
4
5 (6) “CONVERTING LIMITED LIABILITY COMPANY” MEANS A DOMESTIC LIMITED LIABILITY COMPANY THAT
6
7[SECTION 1].
8 (1) (7) "Corporation" means a corporation formed under the laws of this state or comparable law of
9 another jurisdiction.
10 (8) "DOMESTIC" MEANS, WITH RESPECT TO AN ENTITY,'S INTERNAL AFFAIRS
11.
12 (2) (9) "General partner" means a partner in a partnership and a general partner in a limited
13 partnership.
14 (10) "INTEREST HOLDER" SAME MEANING AS PROVIDED IN 35-14-140.
15 (11) "INTEREST HOLDER LIABILITY" HAS THE SAME MEANING AS PROVIDED IN 35-14-140.
16 (12) "LIMITED LIABILITY PARTNERSHIP" MEANS A PARTNERSHIP REGISTERED AS A LIMITED LIABILITY
17.
18 (3) (13) "Limited partner" means a limited partner in a limited partnership.
19 (4) (14) "Limited partnership" means a limited partnership formed under the laws of this state or
20 comparable law of another jurisdiction.
21 (15) "ORGANIC LAW" HAS THE SAME MEANING AS PROVIDED IN 35-14-140.
22 (16) "ORGANIC RULES" HAS THE SAME MEANING AS PROVIDED IN 35-14-140.
23 (5) (17) "Partner" means a general partner or a limited partner.
24 (6) (18) "Partnership" means a general partnership formed under the laws of this state or comparable
25 law of another jurisdiction.
26 (7) (19) "Partnership agreement" means an agreement among the partners of a partnership, or a
27 limited partnership, or a limited liability partnership."
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1 NEW SECTION. SECTION 4. ODIFICATION INSTRUCTION. [SECTIONS 1 AND 2] ARE INTENDED TO BE
2TITLE 35, CHAPTER 8, AND THE PROVISIONS OF TITLE 35, CHAPTER 8, APPLY TO
3 [SECTIONS 1 AND 2].
4 - END -