Sometimes, a Montana business decides to close its doors. There are many reasons to choose to dissolve a business, including financial reasons, industry downturn, the pursuit of new opportunities, partner disagreements, or just retirement. Whatever your reason, if you want to permanently close, you will need to file to dissolve your Montana business. 

Much like how your business was officially formed, it will have to be officially dissolved through the Montana Secretary of State. If you don’t go through the proper channels to officially dissolve your business, the state will still expect all the same annual reports, taxes, and fees as if the business were still operating. You may face fines and penalties for both the business and individual owners. Failing to dissolve your Montana business could negatively impact the credit of owners or members and impact your future business ventures. 

If you’re already looking ahead to forming a new business, consider using our Montana LLC Formation Service or our Montana Corporate Formation Service

Before dissolving your Montana business

We know you’ve heard it before, and we hate to beat a dead horse, but doing the work ahead of time will save you a ton of work down the road. What does that mean for your Montana business dissolution? Making sure that you have all your financial documents, contracts, and state compliance records organized could save you countless hours of work and handfuls of grey hair. Having detailed operational guidelines and correspondence with all important parties makes a huge difference in how smooth your dissolution will be. We have a lot of services and tools that can help you stay organized. If that ship has sailed, keep our services in mind for your next business venture. 

Step 1: Establish a valuation of your Montana business

It’s important to know your worth, both as an individual and as a business. While your personal worth can have a lot to do with being a good person, your business valuation is all financial. Understand what you have and what it’s worth. This can include real estate, product inventory, equipment, office supplies such as laptops and televisions, company vehicles, and anything else of value. Don’t hesitate to hire a professional to assist in valuing your business. Don’t forget to include business operations documents, third-party contracts, and tax information. 

It can be a lot to keep track of all these things. Our Worry-Free Compliance Service and ZenBusiness dashboard can help you stay organized by keeping your business documents in one place.

Step 2: Compile a full account of your Montana business’s debts 

Gathering assets is generally more fun than accounting for debt. Unfortunately, just because your business is going to disappear doesn’t mean the debt will. It’s essential to understand how much you own and to whom. Failing to pay your business debts could result in legal repercussions. One of the benefits of many business entities is that liability belongs to the business and not to individuals. That being said, if the business doesn’t take the proper steps to pay creditors, individuals can be held personally liable for the debt. 

Step 3: Identify Montana’s official dissolution document

When forming your business, the Montana Secretary of State required specific documents of formation. The same is true to dissolve a Montana business.

  • Corporation: Articles of Dissolution For Profit Corporation 
  • Limited liability company: Articles of Termination for a Limited Liability Company 

File the appropriate document with the Montana Secretary of State. Note that if you’re dissolving a Montana corporation, you will also need a Tax Certificate from the Department of Revenue. It takes about two weeks for this document to arrive. Processing through the Secretary of State for all other dissolution documents takes 7-10 business days for standard service. 

Step 4: Follow instructions in your Montana business’s operating document

Operating documents aren’t required by the state, but that doesn’t make them any less important. Operating documents are meant to detail the structure and inner workings of a business, including things like member or shareholder rights and responsibilities, roles of officers or directors, what to do if there are conflicts of interest, profit and loss distribution, management style, transfer of ownership or stock, and procedures for dissolution or sale of the business. Documents are different for each business entity.

  • Corporations: corporate bylaws
  • Limited liability companies: operating agreement

If no operating document exists, the company must follow state guidelines. 

Dissolution documents must be submitted regardless of operating documents. If you don’t have an operating document, you may still be able to create one. If you have a limited liability company, our Operating Agreement Template can help draft one that fits your business’s needs. 

Step 5: Cancel your Montana business’s permits, licenses, and registrations

Just like that subscription box that comes every month because you keep forgetting to cancel it, some things renew automatically. Make sure that you cancel all business permits, licenses, and registrations that you may have authorized for renewal. No one wants to pay for something they don’t need, but you could find yourself doing exactly that. Make sure to check everything at the federal, state, and local levels. If you used our Business License Report service to determine what your business needed, refer back to that report. 

Tie up all loose ends, nice and tight. Make sure you adhere to all federal and state laws regarding employee payments after dissolution and benefit termination. File the final tax returns for your business and cancel the business’s Employer Identification Number (EIN) with the IRS. When you’re ready to start a new business, we can take care of your new EIN for you. 

Step 7: File Articles of Dissolution or Articles of Termination for your Montana business

Once you have completed the winding up process of making sure all your ducks are in a row, you can file your Montana business dissolution documents with the Secretary of State. If you change your mind, you have 120 days before your business name is up for grabs. 

We’re here to help you with your Montana business needs from formation on

Running a business can be complicated. Dissolving a Montana business can be complicated. From the time you decide to form your business to the time you file your dissolution documents, choose to sell the company, or just keep on growing, we can help you through the process. Staying organized and compliant will alleviate a good portion of the stressors associated with business management. We’re here when you need us. 

Dissolution FAQs

  • Get approval from members, shareholders, or partners. Organize all business documents and go through the winding up process. File your dissolution documents with the Montana Secretary of State.

  • Filing fees are subject to change. Check with the Secretary of State for the most current fee schedule.

  • Standard processing takes 7 to 10 business days.

  • Receive approval for the dissolution by directors or directors and voting members. Inform the Attorney General of your intent to dissolve and provide your plan for dissolution. Submit Articles of Dissolution to the Secretary of State.

Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

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Written by Team ZenBusiness

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