Mont. Code Ann. » TITLE 35. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS · CHAPTER 8. MONTANA LIMITED LIABILITY COMPANY ACT · Part 3. Relations of Members and Managers to Persons Dealing With Limited Liability Company
Montana Code Annotated

Mont. Code Ann. § 35-8-304 (2026)

Liability Of Members, Managers, And Series Of Members To Third Parties

✓ current as of May 2026
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  1. MCA Contents
  2. TITLE 35
  3. CHAPTER 8
  4. Part 3
  5. 35-8-304 Liability of members, managers, and series of members to third parties

TITLE 35. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

CHAPTER 8. MONTANA LIMITED LIABILITY COMPANY ACT

Part 3. Relations of Members and Managers to Persons Dealing With Limited Liability Company

Liability Of Members, Managers, And Series Of Members To Third Parties

35-8-304. Liability of members, managers, and series of members to third parties. (1) Except as provided in 39-51-1105 and subsection (3) of this section, a person who is a member or manager, or both, of a limited liability company is not liable, solely by reason of being a member or manager, or both, under a judgment, decree or order of a court, or in any other manner, for a debt, obligation, or liability of the limited liability company, whether arising in contract, tort, or otherwise or for the acts or omissions of any other member, manager, agent, or employee of the limited liability company.

(2) The failure of a limited liability company to observe the usual company formalities or requirements relating to the exercise of its company powers or management of its business is not a ground for imposing personal liability on the members or managers of the limited liability company.

(3) All or specified members of a limited liability company are liable in their capacity as members for all or specified debts, obligations, or liabilities of the company if:

(a) a provision to that effect is contained in the articles of organization; and

(b) a member named as liable has consented in writing to the adoption of the provision or to be bound by the provision.

(4) The debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular series of members are enforceable against the assets of that series of members only and not against the assets of the company generally or any other series of members if:

(a) separate and distinct records are maintained for the series of members and the assets associated with the series of members are held, directly or indirectly, including through a nominee or otherwise, and accounted for separately from the other assets of the company and any other series of members; and

(b) unless otherwise provided in the articles of organization or operating agreement, debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the company generally or another series of members are not enforceable against the assets of the series of members.

History: En. Sec. 23, Ch. 120, L. 1993; amd. Sec. 2, Ch. 268, L. 1997; amd. Sec. 14, Ch. 302, L. 1999; amd. Sec. 4, Ch. 88, L. 2009; amd. Sec. 7, Ch. 183, L. 2013.

Notes of Decisions
Cited in 9 cases (2 in the last 5 years), 2003–2023 · leading case: White v. Longley, 2010 MT 254 (Mont. 2010).
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White v. Longley, 2010 MT 254 (Mont. 2010). · cites it 28× “Section 35-8-304, MCA, provides, in part: A person who is a member or manager, or both, of a limited liability company is not liable, solely by reason of being a member or manager, or both, under a judgment, decree or order of a court, or in any other manner, for a debt,…”
Ioerger v. Reiner, 2005 MT 155 (Mont. 2005). · cites it 6× “Section 35-8-304, MCA, provides: [A] person who is a member or manager, or both, of a limited liability company is not liable, solely by reason of being a member or manager, or both, under a judgment, decree or order of a court, or in any other manner, for a debt, obligation, or…”
Sagorin v. Sunrise Heating, 2022 MT 58 (Mont. 2022). · cites it 3× “Every claim in the complaint arises out of the contracts Sagorin executed as Yellowstone’s managing member for work on Yellowstone’s property; the proper plaintiff therefore is Yellowstone.”
Joseph Kubican v. The Tavern, LLC, d/b/a Bubba's Bar & Grill, 752 S.E.2d 299 (W. Va. 2013). “Because § 35-8-304, MCA, clearly does not establish blanket liability protection for members of LLCs, and because the intent of that section is to allow liability in a situation in which the member acting individually would be liable, it is not necessary to engraft the veil…”
CR Weaver v. Tri-Cnty. Implement, Inc., 2013 MT 3009 (Mont. 2013). · cites it 11× “Rather, § 35-8-304, MCA, “allow[s] personal liability against a member or manager of an LLC based upon contract or tort if the member or manager would be liable if acting in an individual capacity.”
White v. Longley, 2010 MT 254 (Mont. 2010). · cites it 14× “Section 35-8-304, MCA, provides, in part: A person who is a member or manager, or both, of a limited liability company is not liable, solely by reason of being a member or manager, or both, under a judgment, decree or order of a court, or in any other manner, for a debt,…”
MietzeL v. Creative Wealth, 2023 MT 171N (Mont. 2023). · cites it 4× “Montana’s corporate shield doctrine is codified under § 35-8-304, MCA. The statute prevents a member or manager of an LLC from being held liable for the obligations of the corporation “solely by reason of being a member or manager.”
Positive Sys. v. Spry, 2003 MT 142N (Mont. 2003). · cites it 4× “As such, Spry argues that he cannot be held individually liable for the debts of the organization, pursuant to § 35-8-304, MCA. 5 ¶19 The purchase agreement entered into evidence indicates that Spry executed the agreement as “Crop Image, By: K.”
Mountain Supply Co. v. Forbes, 222 P.3d 647 (Mont. 2009). · cites it 3× “¶ 34 The District Court based its determination of joint and several liability on the erroneous conclusion that the Agreement represented a contract for an unlimited credit line.”
— Mont. Code Ann. § 35-8-304(1) — 3 cases
Ioerger v. Reiner, 2005 MT 155 (Mont. 2005). “Section 35-8-304, MCA, provides: [A] person who is a member or manager, or both, of a limited liability company is not liable, solely by reason of being a member or manager, or both, under a judgment, decree or order of a court, or in any other manner, for a debt, obligation, or…”
CR Weaver v. Tri-Cnty. Implement, Inc., 2013 MT 3009 (Mont. 2013). “Rather, § 35-8-304, MCA, “allow[s] personal liability against a member or manager of an LLC based upon contract or tort if the member or manager would be liable if acting in an individual capacity.”
Mountain Supply Co. v. Forbes, 222 P.3d 647 (Mont. 2009). “¶ 34 The District Court based its determination of joint and several liability on the erroneous conclusion that the Agreement represented a contract for an unlimited credit line.”
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