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How to Form an LLC in Montana

Montana Secretary of State—Business Services
PO Box 202801
State Capitol—Room 260
1301 East 6th Avenue
Helena, MT 59620-2801

406.444.3665 telephone
406.444.3976 facsimile

Statutory Authority: Montana Limited Liability Company Act — Mont. Code Ann. § 35-8 (2011)

Montana LLC General Filing Instructions

1. Confirm availability of company name and reserve if necessary.
2. Complete the "Articles of Organization."
3. Prepare a Letter of Transmittal.
4. Submit the completed documents, a photocopy of each, and filing fees to the Montana Secretary of State.

Montana Articles of Organization

The following information is legally necessary and sufficient to form a limited liability company in Montana:

1. Company Name
2. Registered agent name, address, and signature of consent
3. Company mailing address
4. Duration (At Will or Term)
5. Management structure
6. Name and business address of each member or manager
7. Member debt liability
8. Signature, printed name, title, daytime phone number and email of each organizer
9. Date

Montana LLC Fee Schedule

Reservation of Business Name: $10.00
Articles of Organization: $70.00
Certificate of Authority of Foreign Limited Liability Company: $70.00
Expedited Service: $20.00—24 hours, $100.00—1 hour
Certified Copy: $10.00
Annual Report: $15.00
Articles of Termination: $15.00

Company Name

Your company name must end with a limited liability company designator. In Montana the specific Limited liability company designators are: "Limited Liability Company" "Limited Company" "L.L.C." "LLC" "L.C." "LC"

Conduct an entity name search on the Montana Secretary of State website to confirm the availability of your company name.

If the name you want is available you can reserve it for 120 days by filing a "Reservation of Business Name" and paying a name reservation fee of $10.00. NOTE: Reserving your name is optional.

Registered Agent

The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.

Montana requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Montana resident or active Montana business entity that has a Montana street address and consents to accept legal papers on your company's behalf. Post office boxes and commercial personal mailboxes are not acceptable.

NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Montana resident and have a Montana street address.

Optional Provisions

The state provided forms ask for and specify what is legally sufficient and necessary to form a Montana limited liability company. Nevertheless, Montana permits you to add other provisions to your Articles of Organization as an attachment.

The most common optional provisions are the following:

☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation

Post Formation and Ongoing Compliance

1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open company bank account.
5. Create and maintain company records book.
6. File annual business entity report.

Registering as a Foreign Entity

1. Complete the "Certificate of Authority" form.
2. Attach an original "Certificate of Existence" dated within six months and signed by the official governing business entities in the state of formation.
3. Submit the completed documents, along with the $70.00 filing fee, to the Montana Secretary of State.

Dissolving a Montana LLC

1. Request a "Dissolution/Withdrawal Tax Certificate" from the Montana Department of Revenue. This verifies that the corporation has filed all applicable tax returns and paid all taxes up to the date of request for dissolution.
2. Once the request for dissolution has been approved, you will receive an original certificate and one copy. Attach both of these certificates to the "Articles of Termination for a Limited Liability Company."
3. Submit the completed documents, along with the $15.00 filing fee, to the Montana Secretary of State.

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