Mont. Code Ann. » TITLE 35. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS · CHAPTER 8. MONTANA LIMITED LIABILITY COMPANY ACT · Part 9. Dissolution
Montana Code Annotated

Mont. Code Ann. § 35-8-902 (2026)

Judicial Dissolution

✓ current as of May 2026
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  1. MCA Contents
  2. TITLE 35
  3. CHAPTER 8
  4. Part 9
  5. 35-8-902 Judicial dissolution

TITLE 35. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

CHAPTER 8. MONTANA LIMITED LIABILITY COMPANY ACT

Part 9. Dissolution

Judicial Dissolution

35-8-902. Judicial dissolution. (1) On application by or for a member or a dissociated member, a district court may order dissolution of a limited liability company, or other appropriate relief, when:

(a) the economic purpose of the company is likely to be unreasonably frustrated;

(b) another member has engaged in conduct relating to the company's business that makes it not reasonably practicable to carry on the company's business with that member remaining as a member;

(c) it is not otherwise reasonably practicable to carry on the company's business in conformity with the articles of organization and the operating agreement;

(d) the company failed to purchase the petitioner's distributional interest as required by 35-8-805; or

(e) the members or managers in control of the company have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent, or unfairly prejudicial to the petitioner.

(2) On application by a transferee of a member's interest, a district court may determine that it is equitable to wind up the company's business:

(a) after the expiration of the specified term, if the company was for a specified term at the time that the applicant became a transferee by member dissociation, transfer, or entry of a charging order that gave rise to the transfer; or

(b) at any time, if the company was at will at the time that the applicant became a transferee by member dissociation, transfer, or entry of a charging order that gave rise to the transfer.

(3) Whenever it is not reasonably practicable to carry on the business of a series of members in conformity with the articles of organization or operating agreement and upon application by or for a member of the series of members, a district court may decree only the termination of the series of members and may not decree the dissolution of the limited liability company.

History: En. Sec. 47, Ch. 120, L. 1993; amd. Sec. 38, Ch. 302, L. 1999; amd. Sec. 13, Ch. 183, L. 2013.

Notes of Decisions
Cited in 5 cases (2 in the last 5 years), 2010–2025 · leading case: Gordon v. Kuzara, 2012 MT 206 (Mont. 2012).
Sort: Relevance Newest Treatment
Gordon v. Kuzara, 2012 MT 206 (Mont. 2012). · cites it 14× “¶25 Kuzaras contend that the Gordons waived the arbitration requirement under the OA by successfully resisting Kuzaras’ request to compel arbitration of the petition for judicial dissolution.”
Gordon v. Kuzara, 2010 MT 275 (Mont. 2010). · cites it 12× “¶1 The Gordons filed an Application for Dissolution of Half Breed,; Limited Liability Company (LLC), with the District Court pursuant tc §35-8-902, MCA. Joseph Kim Kuzara (Kuzara), a managing member| of Half Breed, filed a Motion to Compel Arbitration based on ar arbitration…”
Doll v. Little Big Warm, 2024 MT 179 (Mont. 2024). · cites it 5× “The Official Comments to § 35-8-902, MCA, caution district courts against granting a dissolution “if the applicant member has the right to dissociate and force the company to purchase that member’s distributional interest under [§§ 35-8-808 and -809].”
Gordon v. Kuzara, 2010 MT 275 (Mont. 2010). · cites it 11× “¶1 The Gordons filed an Application for Dissolution of Half Breed, a Limited Liability Company (LLC), with the District Court pursuant to § 35-8-902, MCA. Joseph Kim Kuzara (Kuzara), a managing member of Half Breed, filed a Motion to Compel Arbitration based on an arbitration…”
Herbert v. Shield Arms, 2025 MT 199 (Mont. 2025). · cites it 2× “Section 35-8-902(1)(b), (c), (e), MCA. ¶65 Upon my review of the language and structure of the Act, and employment of these interpretative tools, I would conclude that the District Court, and the Court, broadened the Act’s authorization of summary dissociation by improperly…”
— Mont. Code Ann. § 35-8-902(1) — 2 cases
Gordon v. Kuzara, 2012 MT 206 (Mont. 2012). “¶25 Kuzaras contend that the Gordons waived the arbitration requirement under the OA by successfully resisting Kuzaras’ request to compel arbitration of the petition for judicial dissolution.”
Doll v. Little Big Warm, 2024 MT 179 (Mont. 2024). “The Official Comments to § 35-8-902, MCA, caution district courts against granting a dissolution “if the applicant member has the right to dissociate and force the company to purchase that member’s distributional interest under [§§ 35-8-808 and -809].”
— Mont. Code Ann. § 35-8-902(1)(b) — 1 case
Herbert v. Shield Arms, 2025 MT 199 (Mont. 2025). “Section 35-8-902(1)(b), (c), (e), MCA. ¶65 Upon my review of the language and structure of the Act, and employment of these interpretative tools, I would conclude that the District Court, and the Court, broadened the Act’s authorization of summary dissociation by improperly…”
— Mont. Code Ann. § 35-8-902(a) — 2 cases
Gordon v. Kuzara, 2010 MT 275 (Mont. 2010). “¶1 The Gordons filed an Application for Dissolution of Half Breed,; Limited Liability Company (LLC), with the District Court pursuant tc §35-8-902, MCA. Joseph Kim Kuzara (Kuzara), a managing member| of Half Breed, filed a Motion to Compel Arbitration based on ar arbitration…”
Gordon v. Kuzara, 2010 MT 275 (Mont. 2010). “¶1 The Gordons filed an Application for Dissolution of Half Breed, a Limited Liability Company (LLC), with the District Court pursuant to § 35-8-902, MCA. Joseph Kim Kuzara (Kuzara), a managing member of Half Breed, filed a Motion to Compel Arbitration based on an arbitration…”
— Mont. Code Ann. § 35-8-902(l)(a) — 1 case
Gordon v. Kuzara, 2012 MT 206 (Mont. 2012). “¶25 Kuzaras contend that the Gordons waived the arbitration requirement under the OA by successfully resisting Kuzaras’ request to compel arbitration of the petition for judicial dissolution.”
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