How to Form an LLC in Montana
To form an LLC in Montana, here's everything you need to know.
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 by postal mail a Reservation of Business Name with the Montana Secretary of State. The filing fee is $10.
2. File Articles of Organization
A Montana LLC is created by filing by postal mail Articles of Organization with the Montana Secretary of State. The articles must include: the LLC's name and address; the name, address, and signature of the LLC’s registered agent; whether the LLC will be member-managed or have a manager; the name and address of the members and managers; and, if it's a professional LLC, the services to be provided. For a professional limited liability company, at least half of the managers must be qualified persons with respect to the limited liability company. The articles may be filed by postal mail with the Montana Secretary of State (the address is on the website). The filing fee is $70.
3. 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.
All of the paperwork and procedural steps to start a limited liability company in Montana can be done online using Nolo's Montana Online LLC Formation application.
4. Prepare an Operating Agreement
An LLC operating agreement is not required in Montana, but is highly advisable. 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. Publication Requirements
6. Comply With Other Tax and Regulatory Requirements
Additional tax and regulatory requirements may apply to your LLC. These may include:
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.
Business Licenses: Depending on its type of business and where it is located, your LLC may need to obtain other local and state business licenses.
Department of Revenue: In some cases, for example if you have employees, you’ll need to register with the Montana Department of Revenue (DOR). For most registration purposes, you can either register online using the DOR’s Taxpayer Access Point (TAP) or on paper (typically using Form GenReg). For more information on state LLC tax registration, check Nolo's LLC Annual Report and Tax Filing Requirements: A 50-State Guide.
7. 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 $15 filing fee. Businesses that file after that date will be charged a $15 penalty.
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 may be filed online at the Montana Secretary of State website. It may also be filed by mail. To do so, obtain a Pre-Filled Business Entity Annual Report from the Secretary of State's website.
8. Foreign LLCs Doing Business in Montana
A foreign (out-of-state) LLC must register with the Montana Secretary of State to do business within the state. It must appoint an agent for service of process located in Montana. To register, file an Application for Certificate of Authoriy of Foreign Limited Liability Corporation. The certificate must be filed by postal mail. The filing fee is $70.
The application must include a current certificate of good standing/existence from the secretary of state or other similar official in the LLC’s home state.
Before filing, make sure the LLC’s name is available in Montana by checking the Montana business name database. If the name is not available, the foreign LLC must adopt an assumed name for use in Montana. To do so, file a Registration of Assumed Business Name Application with the Montana Secretary of State and pay the $20 filing fee.