How to Start an LLC in Montana

1. Choose a Name for Your LLC

As you start forming your LLC, you'll need to pick a business name. When choosing a name, make sure you follow Montana's laws for naming LLCs.

LLC name must be distinguishable. Your LLC's name must be distinguishable (different) from the names of any corporations, LLCs, limited partnerships, and any assumed names, or trademarks on file with the Montana Secretary of State (SOS). You can check to see whether your proposed name is available on the SOS's business name database. (Mo. Rev. Stat. § 35-8-103 (2024).)

LLC name must include an entity designator. Under Montana law, your LLC name must contain the words "limited liability company" or "limited company" or the abbreviations "LLC," "LC," "L.L.C.," or "L.C." In addition, you can abbreviate the words "limited" and "company" to "ltd." and "co.," respectively. (Mo. Rev. Stat. § 35-8-103 (2024).)

Name reservation. You can reserve an available business name for 120 days by filing a Reservation of Name with the SOS. You can reserve an LLC name online through the SOS's Online Filing Portal. You can't renew the reservation. As of 2024, the filing fee to reserve a name is $10. (Mo. Rev. Stat. § 35-8-104 (2024).)

Using an assumed business name. You can do business under a name that's different from your LLC's legal name listed in its articles of organization. This alternative name is sometimes called a "trade name," "DBA" (short for doing business as), or "fictitious business name." If your LLC uses an assumed name, you must register it with the SOS. File a Registration of Assumed Business Name (ABN/DBA) with the SOS to reserve your LLC name. You can file the form online through the SOS's Online Filing Portal. As of 2024, the fee to reserve an assumed business name in Montana is $20. (Mo. Rev. Stat. §§ 30-13-201 and following (2024).)

See the SOS's Business Help Center for detailed information about business names.

2. Appoint a Montana Registered Agent

Every Montana LLC must have an agent for service of process (called a "registered agent") in the the state. An agent's role is to accept legal papers on a company's behalf and forward the documents to the represented entity.

In Montana, an LLC can use either a:

• commercial registered agent, or
• noncommercial registered agent.

A commercial registered agent is a person or business that's filed a commercial registered agent listing statement with the SOS. They must maintain basic information about themselves with the SOS, including their name, business address, and entity type. In either case, your registered agent must have a physical street address in Montana. Montana has a list of registered agents you can check.

(Mo. Rev. Stat. §§ 35-7-101 and following (2024).)

As long as you meet the registered agent legal requirements, you can act as your own registered agent.

3. File Articles of Organization

You create a Montana LLC is created by filing Articles of Organization with the SOS. The articles must include:

• the name of the LLC
• whether the company is a term company, and, if so, the term specified
• the mailing address of the LLC's principal office
• the name of the LLC's commercial registered agent or the name and address of the LLC's noncommercial registered agent
• whether the LLC will be member-managed or manager-managed
• the names and addresses of the LLC's initial members (if member-managed) or managers (if manager-managed)
• whether one or more members will be liable for the LLC's debts and obligations
• if the LLC is a professional LLC (PLLC), a statement of which professional services the PLLC will provide, and
• if the LLC has one or more series of members,
  • the operating agreement of each series of members in writing
  • a statement of whether the debts or liabilities of any series of members are to be enforceable against the assets of that series of members only, and
  • a statement outlining the relative rights, powers, and duties of each series of members (or a statement that these rights, powers, and duties will be included in the operating agreement).

(Mo. Rev. Stat. §§ 35-8-201 and 202 (2024).)

You must file the articles online with the SOS via the SOS's Online Filing Portal. As of 2024, the filing fee for Montana articles of organization is $35.

4. Prepare an Operating Agreement

In Montana, members of an LLC can, but don't have to, create an operating agreement to govern the LLC. While an agreement isn't required, it's highly recommended your LLC create one. You should put this important organizational document in writing—but Montana doesn't require LLCs to be in writing to be effective. (Mo. Rev. Stat. § 35-8-104 (2024).)

An operating agreement should generally cover:

• the relations among the members as members and between the members and the LLC
• the powers, rights, and duties of members and managers
• the activities and affairs of the company and the conduct of those activities and affairs, and
• the means and conditions to amend the operating agreement.

An operating agreement is important for several reasons. It can help preserve your limited liability by showing that your LLC is truly a separate business entity. In addition, investors and banks typically like to see an LLC's operating agreement when determining whether to invest or loan money to the company. Moreover, the operating agreement ensures that all current and future members and managers are on the same page about the LLC's operations.

In the absence of an operating agreement, state LLC law will govern how your LLC operates.

For help creating an LLC operating agreement, check out Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use our online LLC formation service.

5. Get an EIN and Comply With Tax and Regulatory Requirements

Other tax and regulatory requirements might apply to your LLC. These additional requirements can include the following.

EIN. If your LLC has more than one member, it must obtain a federal employer identification number (EIN), even if it has no employees. If you form a single-member LLC, you must obtain an EIN for your LLC only if you'll have employees or you elect to have your LLC taxed as a corporation instead of a sole proprietorship (disregarded entity). You can obtain an EIN by completing an online EIN application on the IRS website. There's no filing fee.

Business licenses. Depending on your LLC's business activities and location, your LLC could need to obtain other local and state business licenses. In general, the state governs professional licenses while the cities and counties govern all other business licenses. For local licenses, check with the clerk for the city where the LLC's primary place of business is located (or county if it's in an unincorporated area). For state license information, visit the small business licensing information section of the Montana Department of Commerce (DOC) website.

Montana Department of Revenue. In some cases, for example, if you have employees or will be selling goods and collecting sales tax, you'll need to register with the Montana Department of Revenue (DOR). You can register for various types of taxes for your business through TransAction Portal (TAP) or with Form GenReg. See the taxes section of the DOR website for more details on various income and business taxes.

6. File Annual Reports

Your LLC must file an annual report to stay in good standing with the SOS. The report is due each year between January 1 and April 15. The SOS can administratively dissolve your LLC if you fail to file your report or pay any fees that are due. (Mo. Rev. Stat. §§ 35-8-208 and 209 (2024).)

As of 2024, the filing fee for an annual report is $20. Businesses that file after that date will be charged a $35 fee. You can file your report online through the SOS's Online Filing System.

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.

Additional Information About Montana LLCs

Montana has a lot of great resources for new business owners. To get started, check out these government resources:

• Montana's Business Portal on the DOC website
• the Agency and Business Contacts for Businesses page of the Montana Department of Labor and Industry website
• the Business and UCC Services section of the SOS website; and
• the Business section of the Montana government website.

You should also read our article on how to start a business in Montana. If you want personalized legal help, talk to a Montana business attorney. They can help you with your business registrations, tax and regulatory obligations, and organizational documents.