How to Form an LLC in Montana

Here are the steps you need to take to start a limited liability company (LLC) in Montana.

A limited liability company (LLC for short) is a way to legally structure a business. It combines the limited liability of a corporation with the flexibility and lack of formalities provided by a partnership or sole proprietorship. Any business owner who seeks to limit his or her personal liability for business debts and lawsuits should consider forming an LLC.

Here are the steps you need to take to form an LLC in Montana. For more information on how to form an LLC in any state, see Nolo's article How to Form an LLC.

1. Choose a Name for Your LLC

Under Montana law, an LLC name must contain the words "Limited Liability Company," “Limited Company,” or the abbreviations "LLC," “L.L.C.,” “LC,” or “LLC.” Your LLC’s name must be distinguishable from the names of other business entities already on file with the Montana Secretary of State. Names may be checked for availability by searching the Montana Secretary of State’s business name database. You may reserve a name for up to 120 days by filing a Reservation of Business Name online with the Montana Secretary of State. The filing fee is $10.

2. Appoint a Registered Agent

Every Montana LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC’s behalf if it is sued. The registered agent may be a Montana resident or a Montana or foreign business entity authorized to do business in Montana. The registered agent must have a physical street address in Montana. Montana has a list of registered agents you can check.

3. File Articles of Organization

A Montana LLC is created by filing by Articles of Organization with the Montana Secretary of State. The articles must include:

  • the type of LLC--regular LLC, professional LLC, Series LLC, or Professional Series LLC
  • the LLC's name
  • the LLC’s registered agent's name
  • the mailing address of LLC's principal office
  • whether the term of the LLC is perpetual or for a specific time period
  • the LLC's purpose (if a professional LLC, the professional service must be specified; for a professional limited liability company, at least half of the managers must be qualified persons with respect to the limited liability company)
  • whether the LLC is a tribal business
  • whether the LLC will be member-managed or have a manager and the name and address of at least one member or manager
  • if one or more members are liable for the LLC’s debts and obligations, a list of liable members and written consents of each, and
  • the signature of applicant.

The articles must be filed online with the Montana Secretary of State. The filing fee is $70.

4. Prepare an Operating Agreement

An LLC operating agreement is not required in Montana, but is highly advisable. This is an internal document that establishes how your LLC will be run. It sets out the rights and responsibilities of the members and managers, including how the LLC will be managed. It can also help preserve your limited liability by showing that your LLC is truly a separate business entity. In the absence of an operating agreement, state LLC law will govern how your LLC operates.

For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC. If an operating agreement is created, it need not be filed with the Articles of Organization.

5. Obtain an EIN

If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if it will have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online EIN application on the IRS website. There is no filing fee.

6. File Annual Reports

Your LLC must file an annual report to stay in good standing with the Secretary of State's Office. The report is due each year by April 15 and must be accompanied by a $20 filing fee. Businesses that file after that date will be charged a $35 fee.

If you have a Montana LLC and fail to file an annual report by December 1, your company will be involuntarily dissolved. You will have the option of filing an Application for Reinstatement for up to five years after dissolution.

If you have a foreign LLC (located outside Montana), you must file your annual report by November 1 or your Certificate of Authority will be involuntarily revoked with no possibility of reinstatement. You would need to register again to do business in Montana.

The annual report must be filed online at the Montana Secretary of State website. For more information on Montana LLC annual report requirements, check Nolo's article Montana LLC Annual Filing Requirements.

FAQs

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