Have you decided to stop transacting business with your Montana limited liability company? The state of Montana legally requires all business entities to go through a formal dissolution process.
What does this process entail, and how does it differ for domestic and foreign entities? In this guide, we’ll answer all the tough questions about dissolving an LLC in the state of Montana.
Guru Tip: If you'd like help dissolving an LLC, the same services that form an LLC can also take care of the dissolution logistics and paperwork with the state.
What Does It Mean to Dissolve an LLC?
Dissolving a company is an official means of permanently closing your business. While filing the dissolution documentation with the state of Montana is certainly an important part of the process, it’s not the only step. You should also liquidate your business assets, settle any liabilities, and send legal notifications to anyone that had an interest in your company.
Keep in mind that if you fail to complete these steps, you as a business owner could be held personally liable for any outstanding debts or liabilities of your limited liability company. Now that we’ve discussed what exactly dissolving an LLC is, let’s dive into the details of how this process is carried out in the state of Montana.
How to Dissolve a Domestic Montana LLC
If your LLC was formed in the state of Montana and you wish to dissolve (or terminate) your business, you must file the Articles of Termination for a Limited Liability Company with the Secretary of State’s office. You can find this form on the Secretary of State’s website. It will require the following information:
- LLC name
- Reason for dissolution
- Effective date of dissolution
- Name of agent authorized to receive service of process
- Name of the person authorized to wind up business
- Date of dissolution
- Affirmation that the business has been wound up and its legal existence terminated
- Signature of an LLC member/manager
In addition to the completed Articles of Termination, you will need to provide payment of the $15 filing fee (it costs an additional $20 for one-day processing), with checks made payable to the “Secretary of State.” You can mail the form and check to the following address:
Secretary of State
P.O. Box 202801
Helena, MT 59620-2801
Regular processing generally takes 7-10 business days, while expedited filings can be processed in just 24 hours.
How to Dissolve a Foreign LLC in Montana
Do you need to dissolve a limited liability company based outside of Montana, but qualified to transact business within this state?
LLCs formed outside of Montana will need to file the Certificate of Withdrawal of Foreign Limited Liability Company Application with the Secretary of State’s office in order to dissolve. You can download this form on the Secretary of State’s website. In order for your application to be processed, you will need to provide the following information:
- LLC name
- State or jurisdiction of formation
- Affirmation that the LLC is no longer conducting business in Montana, and surrenders its authority to conduct business in the state
- Affirmation that the LLC revokes the authority of its registered agent to accept service of process, and appoints the Secretary of State as its agent for service of process
- Mailing address for service of process
- Affirmation that no taxes remain unpaid (with the Department of Revenue Tax Certificate)
- Signature of authorized representative
As stated above, you will need to include a Department of Revenue Tax Certificate with your application. This requires that you file the Application for Tax Certificate with the Department of Revenue. This form requires the following information:
- Entity name
- Mailing address
- Contact information
- Federal Employer Identification Number
- Secretary of State Identification Number
- Name and address of business representative
- Type of certificate requested (in this case, “Tax Clearance”)
- Business entity type
- Signature of authorized representative
While there is no filing fee required for the Application for Tax Certificate, the Certificate of Withdrawal has a $15 filing fee (plus $20 for expedited service), with the check made payable to the “Secretary of State.” You will need to file the documents with two separate departments.
The Application for Tax Certificate must be sent to the following address:
Montana Department of Revenue
Attn: Certificates
PO Box 5805
Helena, MT 59604-5805
While the Certificate of Withdrawal must be sent to the Secretary of State at this address:
Montana Secretary of State
P.O. Box 202801
Helena, MT 59620-2801
Getting your Tax Certificate from the Department of Revenue generally takes about two weeks. Then, once you file your Certificate of Withdrawal, it takes the Secretary of State between 7-10 business days to process the paperwork, unless you pay for expedited service (only available with the Certificate of Withdrawal), in which case your documents will be processed in 24 hours.
What Else Do I Need to Know About LLC Dissolutions in Montana?
Anyone can claim a business name the day after the business is dissolved in Montana. So, it is best to only file the dissolution paperwork if you have no intention of using the same business name in the future.
In some cases, Montana LLCs can be administratively dissolved. This happens when a business fails to file its annual report by November 1st (the due date is April 15th, which means you have 200 days to file the report before the state dissolves your business). While domestic LLCs can be reinstated if they pay a $35 reinstatement fee (plus $30 per delinquent annual report), foreign LLCs must file a certificate of authority as a new business.
Conclusion
Whether you’re dissolving a domestic or foreign limited liability company, the process isn’t complicated.
The dissolution process for domestic and foreign LLCs is similar, though foreign LLCs will need to take the extra step of obtaining a Tax Clearance from the Department of Revenue.
Our final note in this guide is that you should make certain each step of the process outlined in this guide is followed closely, to avoid any unforeseen snags with your dissolution. We hope this article helped you to better understand the dissolution process for a Montana LLC!