Montana Partnership Agreement

A Montana partnership agreement offers stability to partnership since it fully documents the intent to run a for-profit partnership business and the procedures that govern it. Partners agree to the partnership roster through this document as well.

Last updated January 29th, 2025

A Montana partnership agreement offers stability to partnership since it fully documents the intent to run a for-profit partnership business and the procedures that govern it. Partners agree to the partnership roster through this document as well.

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Montana Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP) Montana does not impose registration requirements on general partnerships but there are strict laws regarding naming a business. Montana Secretary of State Business Search
Limited Partnership (LP) Certificate of Domestic Limited Partnership (Filing Fee: $20.00)
Limited Liability Partnership (LLP) Application for Registration of Domestic or Foreign Limited Liability Partnership (Filing Fee: $20.00)
Limited Liability Limited Partnership (LLLP) Certificate of Domestic Limited Partnership Select the appropriate option. (Filing Fee: $20.00)

Fiduciary Duty

Duty Of Loyalty:
  • A partner must explicitly divulge the benefits, profits, and properties gained from “the conduct and winding up of the partnership business” or from partnership opportunities without the prior knowledge the other partners or against their wishes.[1]
  • Partners must avoid acting with or on behalf of a party holding an interest that is counterproductive to the partnership’s operations or considered an obstacle to its goals.[2]
  • Partners conduct business that is not in competition with the partnership in any way “without the consent of the other partners.”[3]
  • Partnership agreements cannot void the duties of loyalty a partner owes; however, the partners can specify in detail the “categories or activities” not considered violations.[4]

Duty Of Care:

  • Partners are responsible for their conduct and, thus, are obligated to avoid illegal activities or “engaging in grossly negligent” conduct or “intentional misconduct.”[5]

Partners have an “obligation of good faith and fair dealing,” which cannot be removed from their partnership agreement, thus requiring them to act accordingly.[6]

Liability

The general partners hold the responsibility of satisfying the partnership’s liabilities; however, exceptions or adjustments are possible through actions by “the claimant” or as “provided by law.”[7]
While general partners hold an LP’s liability, they are only responsible for liabilities after “the person became a general partner.”[8]
Limited liability limited partnerships maintain all liability under “the obligation of the limited partnership” while its LLLP status is active; however, this protection does not apply to obligations incurred before or after this status.[9]

State Definitions (8)

General partner means that a person, such as an individual or a legal entity, is designated as such on a limited partnership’s partnership agreement and certificate or, in the case of a foreign LP, the partner with the “rights, powers, and obligations” considered similar to general partners in a domestic limited partnership.[10][11]
Limited partner means the individual, business entity, trust, or other person named in the partnership agreement and admitted as a limited partner with the “consent” of all partners or is the person explicitly identified as a limited partner in the partnership’s certificate.[12]
Partnership means “an association of two or more persons” who intend to manage an entity as a for-profit business accordingly.[13]
Limited partnership means that a partnership has specifically formed within Montana and under Montana law with an ownership roster consisting of “one or more limited partners” and “one or more general partners.”[14]
Limited liability partnership means a partnership registered under 35-10-701 and includes both domestic and foreign limited liability partnerships.[15]
Limited liability limited partnership means that a partnership shall operate as a limited liability partnership and, specifically, holds a registration with the secretary of state as a partnership with “an intention” to operate with this status.[16]
Foreign limited partnership means a partnership specifically registered in a jurisdiction that is “other than this state” as an entity with at least one general partner and one (or more) limited partner.[17]
Foreign limited liability limited partnership means an LP legally operating in another state that is made up of limited and general partners subject to laws “similar to 35-12-803(3)”.[18]