How to Start an LLC in Montana: Fees, Filings and Annual Requirements

A Montana LLC is formed by filing Articles of Organization with the Secretary of State. The articles must state the LLC's name, whether it is a term company (and the term), the mailing address of its principal office, its registered agent information, whether it is managed by managers or by members (with the names and business mailing addresses of the initial managers or members), whether any members are liable for the company's debts, and, if applicable, professional LLC and series information.

The name must contain "limited liability company" or "limited company" or the abbreviation "l.l.c.," "l.c.," "llc" or "lc" ("limited" may be abbreviated "ltd." and "company" "co."). It may not contain business name identifiers or other language implying it is a business other than an LLC, and it must be distinguishable on the Secretary of State's records from other registered or reserved entity names, assumed business names, trademarks and service marks. A name may be reserved by filing an application with the Secretary of State; an available name is reserved for a nonrenewable period of 120 days, and the reservation may be transferred without extending the term.

The Articles of Organization must include registered agent information: the name of the LLC's commercial registered agent or, if it has none, the name and address of its noncommercial registered agent. Naming an agent is an affirmation that the agent has consented to serve. An LLC changes its registered agent information by filing a statement of change with the Secretary of State; members or managers need not approve that filing. The Secretary of State may administratively dissolve an LLC that fails for 60 days to appoint and maintain a registered agent in Montana.

Domestic LLCs and foreign LLCs authorized to do business in Montana must file an annual report with the Secretary of State. The first report is due between January 1 and April 15 of the year after the LLC is organized (or authorized), and later reports are due between January 1 and April 15 each year. The Secretary of State may administratively dissolve a domestic LLC that fails for 140 days to file its annual report within the time required by law.

Montana law says the members of an LLC may enter into an operating agreement, which need not be in writing, to regulate the company's affairs and govern relations among the members, managers and company; where the agreement is silent, the LLC statute governs. A written agreement is needed only to vary certain statutory rules on recordkeeping, distributions, and admission of members. The statute lists provisions the operating agreement may not change.

A person transacting business in Montana under an assumed business name must register the name with the Secretary of State on the Secretary of State's form, giving the applicant's name and mailing address, the full assumed business name, and a description of the business. Registration lasts 5 years and may be renewed for another 5-year term; the Secretary of State cancels the registration if no renewal is filed within the 90 days before expiration. A person doing business without an effective assumed business name certificate may not bring a lawsuit in Montana courts under that name.

The Montana Department of Revenue states that Montana does not have a general-use sales tax and does not have a sales tax exemption certificate. A Montana business buying goods for resale from an out-of-state vendor may give the vendor a Montana Business Registry Resale Certificate, which the vendor may accept in place of a resale certificate.

A foreign LLC may not transact business in Montana until it obtains a certificate of authority from the Secretary of State. It applies by delivering an application stating its name (or an available alternate name), home jurisdiction, date of organization and duration, principal office address, registered agent information, managers' names and addresses (if different from members), and a statement that it exists and has complied with its home jurisdiction's organizational laws. The statute lists activities, such as maintaining bank accounts or holding member meetings, that do not count as transacting business.

After dissolution and winding up, a Montana LLC may terminate its existence by filing Articles of Termination with the Secretary of State, stating its name, the reason for filing, the effective date (if not on filing), its agent for service of process after termination, the persons authorized to wind up its business, the date of dissolution, and that its business has been wound up. Its existence ends when the articles are filed or on a later stated effective date.