How to Incorporate 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 Business Corporation Act — Mont. Code Ann. § 35-1-112 (2011)

Montana Incorporation General Filing Instructions

1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Incorporation.”
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 Incorporation

The following information is legally necessary and sufficient to form a for-profit corporation in Montana:

1. Corporation type and company name
2. Registered agent name and address
3. Number of authorized shares
4. Name and business mailing address of each incorporator
5. Signature of each incorporator and date
6. Daytime contact phone and email

Montana Incorporation Fee Schedule

Reservation of Business Name: $10.00
Articles of Incorporation: $70.00
Certificate of Authority of Foreign Corporation: $70
Expedited Service: $20.00—24 hours, $100.00—1 hour
Certified Copy: $10.00
Annual Report: $15.00
Articles of Dissolution: $15.00

Company Name

Your company name must end with a corporate designator. In Montana the specific corporate designators are: “Incorporated” “Corporation” “Company” “Limited” “Inc.” “Corp.” “Co” “Ltd.”

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 corporation. Nevertheless, Montana permits you to add other provisions to your Articles of Incorporation as an attachment.

The most common optional provisions are the following:

☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election

Post formation and ongoing compliance

1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. 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 incorporation.
3. Submit the completed documents, along with the $70.00 filing fee, to the Montana Secretary of State.

Dissolving a Montana Corporation

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 Dissolution for a Profit Corporation.”
3. Submit the completed documents, along with the $15.00 filing fee, to the Montana Secretary of State.

How to Incorporate in Montana
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