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Last Updated: 2/12/24
When thinking of which business structure to adopt in Montana, did the limited liability company (LLC) model stand out? If you’re a first-time entrepreneur, then a Montana LLC may be in your cards. The Treasure State isn’t only rich in mineral reserves. It’s also a treasure trove of opportunities for small business success. Setting up an LLC in Montana can offer a variety of advantages.
Starting a business, though, isn’t easy. If it’s your first time, then having no clue what the process involves can feel like trekking Glacier National Park while blindfolded. We want to help you form your LLC. Montana has some important rules for doing so, so read on to learn more.
We’ve put together a five-step guide to creating an LLC in Montana. Don’t let all this overwhelm you. Our guide will detail everything you’ll need to do while making it easy to understand and follow. There’ll also be some additional steps. Consider those carefully when you get to them near the end of the guide. The journey might be a long one, but once your LLC becomes official, you’ll be the business owner you’ve always wanted to be.
Before moving on, know that this guide is for starting a for-profit, domestic LLC in Montana. If you’re looking to create a foreign LLC (formed outside Montana), a professional limited liability company (PLLC), or another business entity, then you’ll need to follow a different guide. We don’t assist with PLLC or foreign LLC filings. However, we do have a guide that can walk you through PLLC formations.
Pick a name for your LLC in Montana. Before you get started on any of the other steps in this Montana LLC registration guide, you’ll need to name your business. This is going to be a very important step. You’re essentially giving your business its identity with a name, so you’ll need to choose something that perfectly fits it.
It needs to be memorable, marketable, and, most importantly, in line with the state’s business name requirements. If you have no idea how to come up with a great name, then check out our article on the topic.
The Montana Secretary of State has strict guidelines for naming an LLC. You must follow these rules; otherwise, the Secretary of State will reject your Articles of Organization. Here are a few rules you’ll need to look over:
Check out Montana Code 35-8-103 for more information about LLC names.
When going through the first point above, it’s best to conduct a Montana business search. This can help you determine whether your desired name is available or has already been claimed by another Montana business.
On the Secretary of State’s website, you’ll find a “Business Services” page. Here, there’ll be a “Search Your Business” tool you can use. You can also consult our Montana business search page.
Once you’ve picked a unique name, you may want to consider reserving it. This way, no one else will claim it while you’re setting up an LLC in Montana. You’ll need to submit a Reservation of Name form through the Secretary of State’s Enterprise Online Filing Portal. The reservation is good for 120 days. There are no renewals.
It’s important to get a domain name that’s identical or as close as possible to your business’s name. You may end up putting this domain name on your company’s signage, marketing materials, and business cards. If so, people will associate this name with your business. Be sure to check that the domain name you want is available.
Almost every business can benefit from having an online presence. It can make it easier for people to learn about your LLC (its hours of operation, business address, phone number, etc.), allows you to do business online, and helps you build brand awareness through online marketing. You can secure one with us through our domain name registration service. While you’re at it, look into our domain name privacy and business website service, too.
Before choosing a name for your LLC in Montana, check to see if it has a trademark. It’d be unfortunate if, several months into your LLC’s operation, you received a trademark infringement notice. Dealing with this sort of thing can be expensive and time-consuming.
You’ll have to check yourself because the state won’t check for trademarks during your Montana LLC formation. You can check at the federal level with the United States Patent and Trademark Office’s (USPTO) website. At the state level, check out the Montana Enterprise Online Filing Portal’s trademark search tool.
In addition to checking these databases, it’s wise to do Internet searches for your business name, including checking domain names, social media sites, and online phone directories. To be really thorough, you could hire an attorney specializing in trademarks to do the work for you, although this can be pricey.
In Montana, an LLC can operate under a name other than its legal one. This is an assumed business name, generally referred to in most states as a “doing business as” (DBA) name. An LLC can opt to use an assumed business name for many reasons. A popular one is if it plans to offer a new product under a different name.
You can register this name by submitting a Registration of Assumed Business Name (ABN/DBA) form with the Secretary of State for $20. We can also help you file this form with our Montana DBA service.
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Name a registered agent for your Montana LLC. All LLCs in the state must have a registered agent. This agent is also known in some states as a statutory agent, resident agent, or agent for service of process. You’ll name this person or entity in your Articles of Organization. This agent is responsible for receiving official forms (like tax documents and service of process) on behalf of the LLC.
In Montana, a registered agent can be an individual or an entity. This agent can also be commercial or non-commercial. If it’s a person, they must be at least 18 years old. The agent must also have a physical address to accept notices in person. The address can’t be a P.O. box. This agent must also be available at their physical address during normal business hours.
Montana allows LLC owners to be their own registered agents. Although this sounds appealing, the drawbacks may change your mind:
You should also know that the business can’t be its own registered agent.
You may be apprehensive about spending money on something you can do yourself, but as we discussed above, skipping on being your own registered agent may be the better option. This is where a registered agent service comes in. This service ensures that you have a registered agent at all times, allowing you to avoid any of the scenarios listed in the previous section. You won’t have to worry about the agent leaving the position or retiring, forcing you to search for a new agent.
If your business is ever sued, then a process server will deliver the notice in person. If they can’t find your registered agent, then you may end up dealing with some issues. You can pay fines, lose your liability protection, lose your good standing status with the state, or even have the business dissolved. Another possibility is having the lawsuit move forward without your knowledge since the process server was unable to deliver the notice.
You may be better off hiring a registered agent service to take care of this responsibility.
If you’ve already decided that a registered agent service is the way to go, then we can provide you with one. With our registered agent service, you’ll always have one available for your business, ensuring that it stays in compliance. This agent will also always receive important tax, legal, and other notices from the state.
You’ll know as soon as possible when these forms are ready for you to look at through your online dashboard. You’ll be able to view, download, and print them whenever you want. You’ll never have to worry about keeping these documents organized yourself.
Fill out and file your Articles of Organization with the Secretary of State. This form, when approved, will officially recognize your LLC as a legal business entity. Since it’s important to ensure that the information in this document is correct and truthful, fill it out very carefully. Check out our business formation plans so your paperwork is correct when submitted. If you want to file on your own, then read on to learn what to do.
For the Secretary of State to approve your Articles of Organization, you’ll need to include some specific information. Be aware that this information becomes public record once submitted. Here’s what you’ll need to add:
Be sure to look into Montana Code 35-8-202 for a much more detailed list of requirements for your Articles of Organization.
To file your Articles of Organization with the Montana Secretary of State, you’ll have to do so online for a fee of $35. Paper filings aren’t available, so you’ll need to go to the state’s Enterprise Online Filing Portal. Create an account with a username and password. Afterward, choose the Articles of Organization and follow the instructions.
When having us file for you, you’ll have the option to use our expedited filing service. This won’t speed up the state’s processing time (though you choose that option yourself in the Articles), but it will prioritize filing your Montana LLC’s Articles of Organization.
Your Articles of Organization require you to list the management structure of the LLC. This means having to choose between a member-managed or manager-managed business. Most LLCs prefer the member-managed structure because, as the term suggests, the members oversee the LLC’s management.
On the other hand, if the members prefer to have someone else take care of this responsibility, they’ll need to name a manager or managers. The manager can be one of the members or an outside party. Members may choose to have a manager-managed structure if they prefer to be investors and not have to worry about running the business. Whichever option you choose, be sure to include this in your Articles of Organization.
If you’re filing your Articles of Organization toward the end of the year, then consider setting your business’s effective date after January 1. Doing this can avoid filing taxes for only a short period of the current year. This can be helpful if you don’t anticipate making any sales or conducting business during such a short period.
In Montana, if approved, your Articles of Organization are effective starting on the date you submitted the form. So, if you filed on March 20 but the document wasn’t approved until March 25, then the effective date is March 20 unless you chose a delayed effective date. You can choose to delay the filing for up to 90 days. If you have us help with your filing, you can delay your filing date for a fee from October until January.
You’ll only need to file your Articles of Organization once, so if any changes to the business happen, like members joining or leaving the company, then you’ll need to inform the state with Articles of Amendment. This document allows you to state what exactly you’ll be amending to the original Articles. The filing fee is $15.
When having us handle your filing needs, your paperwork will appear in your ZenBusiness dashboard after it’s approved by the state. Your important documents will be organized and ready to view whenever you need them. Be sure to also keep your physical paperwork organized and in a place where it’ll be safe. We offer a customized business kit to keep these organized for you.
Write up an operating agreement for your LLC. Your Montana operating agreement lays out your business’s ownership details, rules, and operational procedures. An operating agreement isn’t required by law and you won’t need to file it with the state, but having one can serve as a strong governance tool for the business. Lacking this agreement means your business will have to follow the state’s default rules for LLCs.
Since operating agreements establish the rules for your business, they can be incredibly beneficial for an LLC owner. Let’s go over a few pointers:
These are just a few general benefits. There very well may be more that can apply to you and your situation.
Here are some things you may want to include in your operating agreement:
Not sure how to put an operating agreement together? Don’t worry. We have a customizable operating agreement template to guide you through the process.
Even if you’re the LLC’s only owner and feel you don’t need an operating agreement since you won’t be settling disputes among members, it may still be helpful. Remember that you can use the operating agreement to set up what will happen to the LLC should something happen to you. You can choose to have the business handed over to someone else or dissolved entirely.
You may also want to draft an agreement since banks, investors, and others may want to see the document before working with you. Financial institutions may also want to see this agreement to open a business bank account. And, if the LLC gets taken to court, you can use the agreement to further demonstrate that you and the business are different entities, protecting your personal assets.
Get an Employer Identification Number (EIN) with the Internal Revenue Service (IRS). This nine-digit number is like a Social Security number that’s unique to your business. It allows you to apply for a business bank account, hire employees, and pay taxes. It’s also known as a Federal Employer Identification Number (FEIN) and a Federal Tax Identification Number.
A majority of LLCs will need to apply for this number, especially if they have employees or multiple members. When applying for an EIN with the IRS, you can do so online, by mail, or by fax. We can help you get one with our EIN service.
In addition to federal taxes, you’ll also need to register to pay a variety of state taxes. Once you have your EIN, you can visit the Montana Department of Revenue website and either download their registration form or register online with the TransAction Portal (TAP).
The LLC business structure gives you flexibility, and that extends to how you can choose to have your LLC taxed.
An LLC has pass-through taxation by default. Most LLCs like this because it avoids “double taxation,” in which a corporation pays taxes at both the business level and again when the income is paid out to the individual owners. But some LLCs opt to be taxed as a C corporation or an S corporation because, in their case, it works to their advantage.
Being taxed as a C corporation does mean you get double taxation, but, for certain LLCs, the pros sometimes outweigh the cons. C corporations have the widest range of tax deductions, which could be a worthwhile advantage, especially for more profitable LLCs. For instance, employee insurance premiums can be written off as a business expense.
S corp (short for “Subchapter S Corporation”) is a tax status intended for small businesses. Having your LLC taxed as an S corp has pass-through taxation like a standard LLC, but it has another potential advantage for some LLCs: It could reduce your self-employment taxes.
Self-employment taxes are the portion of your taxes earmarked for Social Security and Medicare. In a typical LLC, you would pay these on all of your profits.
But filing as an S corp allows you to be an “employee-owner” and split your income into your salary and your share of the company’s profits. In this way, you pay employment taxes on your salary, but not self-employment taxes on your profits. (You’ll still pay the other applicable taxes on your LLC profits, of course.)
S corp status isn’t without its drawbacks, though. The Internal Revenue Service scrutinizes S corps more closely, meaning you’re more likely to get audited. S corps also have more restrictions for qualifying.
Though it’s possible that one of the above options could work better for your LLC, remember that business taxes are rarely simple. They’re also very specific to your situation. That’s why you need to consult a tax professional to see which taxing method works best for your Montana LLC.
We can also help you apply for S corp status in Montana during your LLC formation.
After submitting your Articles of Organization and getting them approved, you’ll probably have some additional considerations depending on your situation. Here are a few.
After getting an EIN with the IRS, you should consider opening a business bank account. One thing you don’t want to do is use your personal bank account to keep track of your business’s finances. It can make sorting your finances tougher when tax season rolls around. It can also result in legal trouble if someone in court challenges whether you and the business are separate entities.
Use our discounted business bank account service. You can enjoy unlimited transactions, online banking features, a debit card, and more. You can also authorize someone else in your business to access the account with our banking resolution template.
When managing your business’s finances, you may need some help. Look into ZenBusiness Money. With it, you can track expenses and revenue, create custom invoices, receive payments, and more.
LLCs come with limited liability, but it’s never a bad idea to look into additional coverages. Business insurance may be your best bet, but what exactly should you look for? Which types of coverage would protect your business the best?
There are many insurance companies out there that offer different policies and benefits. Do some research and look into them. You can start by looking into general liability insurance, which many businesses adopt for additional liability protection.
Montana requires LLCs to file an annual report with the Secretary of State through the Enterprise Online Filing Portal for a fee of $20. This report is due between January 1 and April 15 each year. This also applies if you formed the LLC during the latter part of the previous year. For example, if you formed your LLC in October, you’ll still need to file the report between those two dates the following calendar year.
Late filings have a $15 fee. If you file after April 15, your submission fee will be $35. Consider using our annual report service to avoid late submissions.
If some time passes and your LLC grows enough to hire employees, how will you be adding people to the team? What skills, education, and experience will you require? This is where you and the other members (if any) of the LLC will need to sit down and discuss what to look for in a candidate.
You can do some research online and see what similar companies are looking for on job-hunting sites. You can also head over to the Montana Department of Labor and Industry website. You’ll find information about the state’s employment laws, tips on conducting background checks, the option to post a job, and more.
A Certificate of Existence, commonly known as a Certificate of Good Standing, is a document that verifies your LLC has been properly formed and is in good standing with the state. It isn’t required to form an LLC or conduct business in the state, but it can help you do the following and more:
If you want to get this certificate, you’ll need to request one from the Secretary of State for a fee of $5. If you prefer, get one with us.
In Montana, when it comes to choosing a business entity, you have several options, each with its own advantages and disadvantages. Let’s compare LLCs to other common business structures available in the state, considering factors like liability protection, tax implications, and ease of management:
In summary, choosing the right business entity in Montana depends on your specific goals, the level of liability protection desired, and your preferred tax structure. LLCs offer a flexible and popular choice due to their liability protection, tax versatility, and ease of management, making them a preferred option for many small businesses in the state.
In Montana, there are several types of LLCs that you can form based on your specific business needs and goals. Here’s a list of the different types of LLCs and brief descriptions of each:
Choosing the right type of LLC in Montana depends on factors such as the nature of your business, management preferences, and your long-term objectives. Consulting with legal and financial professionals is advisable to ensure you select the most appropriate LLC structure for your specific needs.
Do you have a better idea of how to form an LLC in Montana now that you’ve reached the end of our formation process guide? If you still feel a little lost or need more information on how to set up a Montana LLC, then get in touch with us. We’ll do everything we can to answer your questions. Whether you plan to open a restaurant specializing in pasties in Billings or a tackle shop in Three Forks, we want to help.
Learn more about our other professional services that can help you start, run, and grow your business.
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The LLC business model is one of the more popular ones since it offers two major benefits. The first is personal liability protection and the second is pass-through taxation.
Let’s take a look at these benefits and more in detail:
Montana doesn’t require LLCs to draft a business plan. Doing so comes with benefits, though. You can outline your business’s structure, highlight its goals, describe the market research you’ve done, and detail how you’ll get funding.
Having a business plan can also make it easier to secure loans and convince investors to help you out since drafting this plan shows that you’re serious about making the LLC successful. Find out more about planning your business.
The cost of forming an LLC in Montana starts at $35 to file your Articles of Organization. Other costs during the formation period, like reserving a business name, can add to that total. State fees change sometimes, too, so refer to the Montana Secretary of State’s fee schedule.
Depending on which industry you’re in and where you’re located in the state, you may need specific Montana licenses and permits. Montana does not issue a general business license, but it does issue professional licenses and many other types of licenses and permits. Businesses should also check in with their town or county governments to learn what they’ll need.
You can start by heading over to the Montana Department of Commerce’s Small Business Licensing Information webpage. You’ll find licensing information for certain industries, like agriculture, and certain business types, like bars.
However, licensing also happens at the federal and local levels, and different industries require different licenses and permits. So, there’s no one central place to check to see if you have every license and permit you need. You’ll have to do some research.
If you don’t have the time or inclination to do all this research, or if you just want the security of knowing that your business has all the licenses and permits it’s legally obligated to have, our business license report service can do the work for you.
The standard processing time for an LLC in Montana usually takes around seven to 10 business days. However, you have the option to choose one-hour and 24-hour processing times for additional fees.
One reason LLCs are popular is due to their tax benefits. They’re pass-through entities by default, but members can choose to apply for S corporation or C corporation status, too. S corp status comes with pass-through taxation along with other benefits. C corp status comes with double taxation but certain benefits can make it an appealing election for some LLCs.
Since we can’t tell you which tax structure is best for your business, discuss it with the other LLC members. Refer to the “How are LLCs taxed in Montana?” FAQ for more information. A licensed accountant can also help you.
Montana doesn’t require LLCs to submit their operating agreements. This shouldn’t dissuade you from putting one together, though. Read up on the benefits of having this agreement in Step 4.
You should refer to your operating agreement to see the process you established for transferring ownership of the LLC. You can choose to transfer ownership of the entire business or a portion of it. After doing so, you’ll need to update the state about the change in ownership. Do this by filing Articles of Amendment with the Secretary of State.
Yes, Montana allows series LLC formations. A series LLC involves a “parent” LLC at the top and several “child” LLCs under it. This structure shields the businesses from each other’s liabilities.
In Montana, you’ll need to pay the $35 filing fee for the Articles of Organization plus an additional $50 for each series member. For example, if there are four members in the series, the overall total will be $235 to file the Articles.
Yes, you can apply for an assumed name for your LLC, as we discussed in Step 1. Submit a Registration of Assumed Business Name form with the Secretary of State. The filing fee is $20.
To remove a member from your LLC, you’ll need to make sure the reason for doing so occurred as outlined in your operating agreement. Without this agreement, you’ll need to refer to Montana Code 35-8-803.
Be sure to also address what will happen to that member’s ownership portion. Will the other members absorb it or will a third party purchase it?
Don’t forget to inform the state of the change in LLC ownership. File Articles of Amendment with the Secretary of State. Update your operating agreement, as well.
Yes, LLCs in Montana must file an annual report between January 1 and April 15 each year. Late filings will incur an additional $15 fee. We discussed this in the section “File your Montana LLC annual report.” You’ll file through the Secretary of State’s Enterprise Online Filing Portal.
LLCs are subject to “pass-through” taxation by default. This occurs when the business’s income passes down to the owners. The entity does not pay federal income taxes.
Each owner pays taxes on the earnings as income. This differs from a corporation’s profits where it’s taxed twice at the individual and business levels.
An LLC can also elect for C corporation or S corporation tax status. If taxed as a C corp, the business will be subject to double taxation. Certain LLCs may choose this designation, anyway, due to the tax benefits it may have for their business. For example, you can write off employee insurance premiums.
An LLC with an S corp election retains pass-through taxation along with the potential to save on self-employment taxes. However, this election gets more attention from the IRS and comes with more restrictions. We discussed this in detail in Step 5. We can help you apply for S corp status, but only during the business formation period.
Consult with a tax professional to learn more. Be sure to also read up on Montana small business taxes.
To dissolve your LLC, you’ll need to submit Articles of Termination with the Secretary of State. There is no fee. Be sure to take care of the LLC’s outstanding debts, remaining profits, and assets, too.
You should refer to your operating agreement to make sure the reason for dissolving the LLC occurred. Without this agreement, you’ll need to refer to Montana Code 35-8-901 about LLC dissolutions. We have a Montana business dissolution page with more information.
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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