Montana Code 35-8-503. Sharing of profits and losses
35-8-503. Sharing of profits and losses. (1) Unless otherwise provided in the articles of organization or a written operating agreement, each member must be repaid that member’s contributions to capital and share equally in the profits, losses, and surpluses remaining after all liabilities, including those to members, are satisfied.
Terms Used In Montana Code 35-8-503
- 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
- Distribution: means a transfer of money, property, or other benefit to a member in that member's capacity as a member of a limited liability company or to a transferee of a member's distributional interest. See Montana Code 35-8-102
- 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
- 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
- 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
- Usual: means according to usage. See Montana Code 1-1-206
(2)A distribution of the contributions and profits of a series of members of a limited liability company may not be made if, after giving the distribution effect:
(a)the limited liability company would not be able to pay the debts of the series of members from assets of the series of members as debts of the series become due in the usual course of business; or
(b)except as otherwise specifically permitted by the articles of organization or operating agreement, the total assets of the series of members would be less than the sum of the total liabilities of the series.