The LLC’s business name must be different from all other business entities authorized to conduct business by the Montana Secretary of State. This applies to entities formed in Montana, as well as those originally formed elsewhere but authorized to operate in the Big Sky State.
The end of the LLCs name should have: “Limited Liability Company,” “Limited Company,” “LLC,” “L.L.C.,” “LC,” or “”L.C.” It may not, however, include the words “corporation,” “incorporated,” “limited partnership,” “LP,” “L.P.,” “Ltd.,” or any abbreviation, word, or phrase that that states or implies that it has been formed for some purpose not included in its articles of organization, or that it is a part of the government.
By paying $10, an available LLC name can be reserved for 120 days.
The filing time for Montana LLCs is 12 Business days, and the expedited filing time is 2 business day.
State Filing Fees
The filing fee is $70, and can be expedited for an additional $20.
Articles of Organization and Operating Agreement
Filing articles of organization with the Montana Secretary of State, along with the $70 filing fee, is integral in getting the business going. The articles of organization and a copy for the new LLC must be executed (signed) by at least two organizers. The articles must include:
- The LLC’s name
- Each organizer’s name and address
- The purpose(s) for which the LLC is organized, which may be “any or all lawful business for an LLC”
- The period of the LLC’s duration, which may be “perpetual” or for a set period
- If not perpetual, the events that would trigger a dissolution of the LLC
- The address and county of the LLC’s initial registered office
- The name of the LLC’s initial registered agent there
- Whether the company will be manager-managed or member-managed
The articles can also contain other items that the members desire to include (so long as they don’t conflict with state law), even if they are also included in the operating agreement.
Once an original and one copy of the articles of organization are received by the Montana Secretary of State’s office with the filing fee, then the LLC is considered to be “organized”. The articles are effective as of the date and time filed, unless some other effective date is specified.
The operating agreement is also a very critical document. The state doesn’t officially require your LC to have this-but it’s a critical internal document that officially documents how your LLC will operate on both a day-to-day and a strategic basis.
The operating agreement should name the members, specify how much each member has invested, explain how profits will be divided, and state how much proportional “weight” each member has when issues are voted upon. If there is more than one member, the operating agreement must initially be approved unanimously in writing by the members. The agreement can be amended in the manner specified by the agreement itself, or in a manner permitted by state law.
The operating agreement may also set forth meeting requirements such as the amount of required notice, what constitutes a quorum, voting rules, and so on, but it doesn’t have to. Frequently, however, the operating agreement includes requirements for the LLC already listed in state law and regulations. It can also include such items as restrictions or constraints on the power of the members to adopt, amend, or repeal the operating agreement.
An LLC is required to have one or more members; each member must be either a natural person (not a business entity). Members may become a member of or acquire an interest in the LLC when it is first started (by signing the initial operating agreement), or upon the unanimous approval of the LLC’s voting members.
Montana does not have a provision specifying where members/managers must reside and Montana does not have age requirements. However, member/manager names and addresses are required to be listed in the Articles of Organization.
Montana LLCs are required to have a registered in-state agent who is designated to receive official administrative and legal correspondence from the state. The registered agent can be an individual Montana resident whose business office is the same as the registered office, or it can be a business entity authorized to do business in the state.
The registered office may be (but doesn’t have to be) the LLC’s place of business.
Ongoing Filing and Compliance
Each Montana LLC must file a report annually with the Secretary of State that includes the following:
- The LLC’s name and the state or country where it was organized
- The street address (and mailing address if different) and county of the LLC’s registered office in Montana
- The name of its registered agent there
- A statement of any change of the registered office or registered agent, or both
- The address and telephone number of the LLC’s principal office
- The names and addresses of the LLC’s managers or, if the LLC had no members, its organizers
- A brief description of the nature of the LLC’s business
If the information contained in the most recently filed annual report has not changed, a certification to that effect may be made instead of detailing the information required in the annual report.
Additionally, each LLC must keep these kinds of records available at its office for review or inspection:
- A list of the full name and address of each member, each governor, and the president
- A list of the names and addresses of each assignee of financial rights other than a secured party and a description of the rights assigned
- A copy of the articles of organization and any amendments
- Copies of any currently-effective written bylaws
- Copies of the LLC’s federal, state, and local income tax returns and reports, if any, for the past three years
- Financial statements required by state law
- Records of all members’ proceedings for the last three years
- Records of all board proceedings for the last three years
- Reports made to the general membership within the last three years
- A statement of all member contributions and explanations of any restatements
- Any written consents obtained from members
- A copy of agreements, contracts, or other arrangements
An LLC is dissolved when any one of the following events occurs:
- Event(s) or a time specified in the articles of organization or operating agreement
- The written consent of all members
- Event that makes it illegal for the LLC to continue
- The last member leaves the LLC, unless the assignees vote within 90 days to admit one or more members
- A court order ordering dissolution
An LLC has the availability of more deductions compared to corporations. An LLC can be a “pass-through entity” when it comes to taxes, so that the LLC owner or owners report business losses or profits on their personal tax returns, in the same way that a partnership would.
Montana’s personal income tax system consists of seven separate brackets with a top rate of 6.9 percent, kicking in at an income level of $14,899. That rate ranks Montana 15th highest among states with an individual income tax.