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Montana Operating Agreement | LLC School
Montana LLC · Step 4 of 8 · Verified June 2026

Montana LLC Operating Agreement — Step 4 of 8

Under §35-8-109, all members may enter an operating agreement that generally need not be written. Writing is required to vary specified recordkeeping, distribution or member-admission provisions. The statute fills gaps. Writing is needed for changes covered by §§35-8-405, 35-8-601/903 and 35-8-707. The agreement cannot eliminate loyalty or good faith, unreasonably reduce care, or unreasonably restrict information rights; the statute permits specified loyalty categories and disclosed ratification within its conditions. Keep adopted terms internally. Bank documents: ask the institution what ownership and authority records it needs; it may request a written operating agreement. Written terms document ownership, governance and decisions. They do not guarantee liability protection or replace proper company records and separate finances.

Ahmad AdilWritten & verified by Ahmad Adil, LLC School · Updated July 2026
MT OPERATING AGREEMENT
Quick Answer

Under §35-8-109, all members may enter an operating agreement that generally need not be written. Writing is required to vary specified recordkeeping, distribution or member-admission provisions. The statute fills gaps. Writing is needed for changes covered by §§35-8-405, 35-8-601/903 and 35-8-707. The agreement cannot eliminate loyalty or good faith, unreasonably reduce care, or unreasonably restrict information rights; the statute permits specified loyalty categories and disclosed ratification within its conditions. Keep adopted terms internally. Bank documents: ask the institution what ownership and authority records it needs; it may request a written operating agreement. Written terms document ownership, governance and decisions. They do not guarantee liability protection or replace proper company records and separate finances.

Step 4 — Fast Facts
Required?
No, recommended
Filed with state?
No — internal
Cost
Free (template)
Single-member?
Still recommended
Banks often
Require one
Where kept
With your records
Next step
Step 5 →
Your Montana LLC — 8 Steps
★Overview1Name Search2Registered Agent3Articles of Organization4Operating Agreement5EIN Number6Annual Report7Business Licenses8LLC Taxes

Why You Need One Anyway

Montana law doesn't force you to file an operating agreement — it's not part of the Articles of Organization and it never goes to the Secretary of State. But "not required" doesn't mean "not important." An operating agreement is what turns your LLC from a state filing into an actual, functioning business with clear rules:

  • Written terms document ownership, governance and decisions. They do not guarantee liability protection or replace proper company records and separate finances.
  • Bank documents: ask the institution what ownership and authority records it needs; it may request a written operating agreement.
  • Settles disputes before they happen — ownership splits, decision-making, and exit terms are all defined up front instead of argued about later.
  • Overrides Montana's default rules — without one, state default LLC law governs your business, which may not match what you actually want.

Montana Agreement Rules and Defaults

Form and adoption

Under §35-8-109, all members may enter an operating agreement that generally need not be written. Writing is required to vary specified recordkeeping, distribution or member-admission provisions.

Statutory defaults and limits

The statute fills gaps. Writing is needed for changes covered by §§35-8-405, 35-8-601/903 and 35-8-707. The agreement cannot eliminate loyalty or good faith, unreasonably reduce care, or unreasonably restrict information rights; the statute permits specified loyalty categories and disclosed ratification within its conditions.

Approval and amendments

Document member assent and amendments. Distinguish agreement approval from signatures used as evidence, and use writing for the specific variations required by §35-8-109(3).

Start with the free national templates below. Customize ownership, contributions, management, voting, distributions, transfers and exits for your company and applicable state law. Bank requirements vary; an agreement does not guarantee liability protection.

Montana §35-8-109: agreement and statutory limits

Free Operating Agreement Downloads for Your Montana LLC

Choose the template that matches your LLC's ownership and management. These are LLC School's national master templates, also available in the core operating agreement guide. Customize the document for your company and Montana law before signing.

OA-01 · PDF

Single-Member

For one member who owns and generally controls the LLC.

Download single-member PDF
OA-02 · PDF

Multi-Member / Member-Managed

For multiple members who participate directly in company management.

Download member-managed PDF
OA-03 · PDF

Manager-Managed

For LLCs whose members delegate management authority to designated managers.

Download manager-managed PDF

Before signing: Fill the applicable blanks, remove clauses that do not fit, confirm ownership and management terms, and review state-specific limitations. Seek professional legal or tax advice for complex arrangements. Read the national template guidance.

Operating Agreement Clause Builder

Toggle the clauses you want and the outline builds on the right. The first five are essentials almost every LLC needs; the rest are smart additions. Copy your outline to hand to a template or attorney:

Operating Agreement Clause Builder
Build your outline — 9 clauses
0 of 9 clauses selected
Company DetailsName, formation date, agent, purposeCore
Members & OwnershipEach member and ownership %Core
Capital ContributionsWhat each member puts inCore
Profits, Losses & DistributionsHow money is split and paid outCore
Management StructureMember-managed vs manager-managedCore
Voting RightsVotes per member; what needs a vote
Transfers & New MembersSelling interest; admitting members
DissolutionHow to wind down & split assets
Single-Member RecordsDocuments ownership, authority and succession
Your outline

    This builds a structural outline, not legal text. Use it with a reputable operating-agreement template or have an attorney draft the final document for your situation. Not legal advice.

    Single-Member LLCs Need One Too

    For one owner, document ownership, authority and succession. Maintain separate company finances and records. Bank requirements vary; an agreement does not guarantee protection from personal liability.

    The statute fills gaps. Writing is needed for changes covered by §§35-8-405, 35-8-601/903 and 35-8-707. The agreement cannot eliminate loyalty or good faith, unreasonably reduce care, or unreasonably restrict information rights; the statute permits specified loyalty categories and disclosed ratification within its conditions.

    Ahmad Adil's Take: Montana keeps this step optional, which means it's easy to skip — and that's exactly why so many small LLCs run into trouble later. A written operating agreement costs you nothing but time, and it's the document that actually proves your LLC is a real, separate business if anyone ever questions it. Use a solid template to start, customize the clauses that matter for your situation, and if there's real money or multiple owners involved, have an attorney review it. Single-member owners: don't skip it either — that document is part of your liability shield.
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    Frequently Asked Questions

    Montana Operating Agreement — FAQ

    Is an operating agreement required in Montana?
    Under §35-8-109, all members may enter an operating agreement that generally need not be written. Writing is required to vary specified recordkeeping, distribution or member-admission provisions.
    What should a Montana operating agreement include?
    At minimum: company details, members and ownership percentages, capital contributions, how profits and losses are distributed, and the management structure. Many add voting rights, transfer/new-member rules, dissolution terms, and a single-member protection clause — all in the builder above.
    Do single-member LLCs need an operating agreement?
    Under §35-8-109, all members may enter an operating agreement that generally need not be written. Writing is required to vary specified recordkeeping, distribution or member-admission provisions. For one owner, document ownership, authority and succession. Maintain separate company finances and records. Bank requirements vary; an agreement does not guarantee protection from personal liability.
    Do I file my operating agreement with the state?
    No. It's an internal document you keep with your business records — you never submit it to the Montana Secretary of State or any government agency.
    What happens if I don't have an operating agreement?
    Under §35-8-109, all members may enter an operating agreement that generally need not be written. Writing is required to vary specified recordkeeping, distribution or member-admission provisions. The statute fills gaps. Writing is needed for changes covered by §§35-8-405, 35-8-601/903 and 35-8-707. The agreement cannot eliminate loyalty or good faith, unreasonably reduce care, or unreasonably restrict information rights; the statute permits specified loyalty categories and disclosed ratification within its conditions.
    Can I write my own operating agreement?
    Yes. Many owners start with a free template — like the outline you can build above — and customize it. For higher-stakes situations (real money, multiple owners, unusual terms), it's worth having an attorney review the final document.
    Does my bank need my operating agreement?
    Bank documents: ask the institution what ownership and authority records it needs; it may request a written operating agreement.
    Ahmad Adil, founder of LLC School
    About the Author
    Ahmad Adil

    Ahmad Adil is the founder and CEO of LLC School. For agreement terms and member responsibilities, consult the state LLC statute and a qualified adviser. See the national operating agreement guide. This is educational information, not legal or tax advice.

    About Ahmad Adil → Montana LLC Overview →
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