Montana Code 35-8-107. Powers — scope
35-8-107. Powers — scope. (1) A limited liability company may:
Terms Used In Montana Code 35-8-107
- Articles of organization: means articles filed pursuant to 35-8-201 and those articles as amended or restated. See Montana Code 35-8-102
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Business: includes every trade, occupation, profession, or other lawful purpose, whether or not carried on for profit. See Montana Code 35-8-102
- Deed: The legal instrument used to transfer title in real property from one person to another.
- Foreign limited liability company: means an entity that is:
(a)an unincorporated entity;
(b)organized under a law other than the law of this state, including the laws of a federally recognized Indian tribe;
(c)organized under a statute pursuant to which an entity may be formed that affords to each of its members limited liability with respect to the liabilities of the entity; and
(d)not required to be registered or organized under any statute of this state other than this chapter. See Montana Code 35-8-102
- Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Member: means a person who has been admitted to membership in a limited liability company, as provided in 35-8-703, and who has not dissociated from the limited liability company. See Montana Code 35-8-102
- Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
- Operating agreement: means an agreement, including amendments, as to the conduct of the business and affairs of a limited liability company and the relations among the members, managers, and the company that is binding upon all of the members. See Montana Code 35-8-102
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Personal property: All property that is not real property.
- Personal property: means money, goods, chattels, things in action, and evidences of debt. See Montana Code 1-1-205
- Property: means real and personal property. See Montana Code 1-1-205
- Series of members: means a group or collection of members of a limited liability company who share interests and have separate rights, powers, or duties with respect to property, obligations, or profits and losses associated with property or obligations and who are specified in the articles of organization or operating agreement of the limited liability company or are specified by one or more members or managers of the limited liability company or other persons as provided in the articles of organization or operating agreement. See Montana Code 35-8-102
- State: means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. See Montana Code 35-8-102
- United States: includes the District of Columbia and the territories. See Montana Code 1-1-201
(a)sue, be sued, complain, and defend in all courts;
(b)transact its business, carry on its operations, and have and exercise the powers granted by this section in any state; in any territory, district, or possession of the United States; and in any foreign country;
(c)make contracts and guarantees, incur liabilities, and borrow money;
(d)sell, lease, exchange, transfer, convey, mortgage, pledge, and otherwise dispose of any of its assets;
(e)acquire by purchase or in any other manner, take, receive, own, hold, improve, and otherwise deal with any interest in real or personal property, wherever located;
(f)issue notes, bonds, and other obligations and secure any of them by mortgage, deed of trust, or security interest of any of its assets;
(g)purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of and otherwise use and deal in and with stock or other interests in and obligations of domestic and foreign corporations, associations, general or limited partnerships, limited liability companies, business trusts, and individuals;
(h)invest its surplus funds, lend money from time to time in any manner that may be appropriate to enable it to carry on the operations or fulfill the purposes set forth in its articles of organization, and take and hold real property and personal property as security for the payment of funds loaned or invested;
(i)elect or appoint agents and define their duties and fix their compensation;
(j)sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise dispose of all or any part of its property and assets;
(k)be a promoter, stockholder, partner, member, associate, or agent of any corporation, partnership, domestic or foreign limited liability company, joint venture, trust, or other enterprise;
(l)indemnify and hold harmless any member, agent, or employee from and against any claims and demands whatsoever, except in the case of action or failure to act by the member, agent, or employee that constitutes willful misconduct or recklessness, and subject to the standards and restrictions, if any, set forth in the articles of organization or operating agreement;
(m)cease its activities and dissolve;
(n)pay pensions and establish pension plans, pension trusts, profit-sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any of its current or former directors, officers, employees, and agents;
(o)make donations for the public welfare or for charitable, religious, scientific, or educational purposes and, in time of war, make donations in aid of war activities; and
(p)do every other act not inconsistent with law that is appropriate to promote and further the business and affairs of the limited liability company.
(2)This section applies to a limited liability company that has one or more series of members.