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LeapLaw's 50 State Blawg  > Montana
Sponsored by:
Unisearch, Inc.
Unisearch, Inc.
1780 Barnes Boulevard, SW
Building G
Tumwater, WA 98512-0410
www.unisearch.com
Phone: (360) 956-9500
Toll Free: (800) 722-0708
Fax: (800) 531-1717



US CorpWorks, Inc.
US CorpWorks, Inc.
1638 Pennsylvania Street
Denver, CO 80203
www.uscorpworks.com
Phone: (303) 393-8800
Toll Free: (888) 967-5799
Fax: (303) 393-8900




Search posts for:

Basics Box: Montana
Secretary of State
Status Search
Forms
  • Fax File:
  • UCC: Yes (with prepaid account)
    Corporate: Yes (with prepaid account)
  • E File:
  • UCC: Yes (with Discovering Montana account)
    Corporate: Yes (annual reports)
  • Expedited Services:
  • UCC: Yes ($20 additional same day turnaround)
    Corporate: yes ($20.00 for 24 hour turnaround)
  • Name Reservations:
  • Yes (120 days)
  • Preclearance:
  • No
    Advantages of Choosing NRAI as Your Registered Agent (Montana)
    Certified Copies of Documents (Montana)
    Contact Information for Montana Secretary of State
    Domestic Corporate Dissolution Summary (Montana)
    Domestic Corporation Summary (Montana)
    Elimination of Duplicate Copies of Filings (HB 180) - Montana
    Foreign Qualification Summary (Montana)
    LLC - Formation Summary (Montana)
    Recommended Service Companies (Montana)
    UCC Filings (Montana)

    Advantages of Choosing NRAI as Your Registered Agent (Montana)
    NRAI offers the most comprehensive suite of registered agent and entity management services available anywhere. Services are available in all 50 states, the District of Columbia and in most International Jurisdictions and include:

  • Comprehensive Nationwide and International Registered Agent Network

  • Registered Agent and Registered Office in all locations

  • Telephone and e-mail notification of Service of Process

  • Free delivery of all Service of Process via express courier

  • Computerized tracking of Service of Process

  • Forwarding of all official communications received including tax forms

  • Customized electronic tax calendar

  • Full access to NRAI Document Library and website tools

  • Convenient annual invoicing for all company groups, resulting in one common renewal month selected by the client

  • Representation as agent under contract such as loan agreements, etc.

  • Nominee Officer and Director and Holding company services

  • Special representation under specific statutes such as insurance, banking, broker dealer, real estate, etc.

  • Special Purpose Entity Services such as Independent Director/Member/Trustee

  • Annual Report filings services (ARMS)

  • Electronic annual report filing in some jurisdictions

  • Access to the NRAI Affiliate Network of over 500 services professionals

  • And more………

    NRAI offers the most competitive rates and in most instances can provide substantial savings over your existing service with an upgrade in responsiveness and service. To learn more about NRAI services, contact either NRAI or NRAI Affiliate Network members.
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  • Certified Copies of Documents (Montana)
    Montana allows for ordering of certified copies online. The copies can be ordered and will be delivered via your preferred method.

    Document Retrieval, Generally

    Corporate documents, such as charters, certificates of change and annual reports filed with the secretary of state's office are public and retrievable by anyone. Plain copies are available for a minimal copy charge and are useful when information contained on the document is needed (i.e. last year's annual report) for reconstruction of a minute book or some other historical purpose). In some states, such as Delaware, plain copies can take longer to receive than certified copies.

    Secretaries of state will certify the documents on file for an additional fee. Some states, such as Massachusetts, provide the documents online at no charge. See LeapLaw's Corporate Connection for states offering on-line certified copies. If certified copies are needed, your preferred service company may assist or copies may also be ordered on-line at some secretaries of state. Certified copies of charter documents are a common requirement in corporate financing transactions.

    Transaction Tips: For transaction purposes, a certified copy of the charter is generally ordered to reflect the current structure of the corporation. Therefore, when ordering certified copies of the charter, typically the charter and amendments will suffice, as opposed to " everything on file" which would include all changes (i.e. resident agent) and annual reports. Changes and annual reports do not affect the structure of the corporation and are typically not necessary for closing purposes.

    “Restated forward” means all documents on file from the date of the most recent restated certificate of incorporation (or equivalent) forward to the date of the order. “Restated forward" is typically, but not always, sufficient for transaction purposes.

    For more information about public searches, see LeapLaw's Public Searches Best Practice Summary.

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    Contact Information for Montana Secretary of State
    Montana Office of the Secretary of State
    Room 260, Capitol
    P.O. Box 202801
    Helena, MT 59620-2801

    Phone: 406-444-2034
    Fax: 406-444-3976
    E-mail: sos@mt.gov

    Business Registration
    406-444-3665

    Uniform Commercial Code
    406-444-2468

    FOR PACKAGE DELIVERY:
    Business Services Deliveries
    1236 East Sixth Avenue
    Helena, MT 59601

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    Domestic Corporate Dissolution Summary (Montana)
    Pursuant to Mont. Code Ann. 35-1-933, a corporation incorporated in Montana may be voluntarily dissolved by delivering Articles of Dissolution to the Montana Secretary of State (MT SOS).

    Tax Clearance: A tax clearance is required from the Montana Department of Revenue (MT DOR).

    Consents:

    Prior to Stock Issuance or Commencing Business: Majority of incorporators or initial directors.

    After Stock Issuance: Resolution of the board of directors and 2/3 of all voting shareholders at a meeting or by written consent; or Resolution of directors and unanimous written consent of all shareholders entitled to vote.

    Execution and Filing: Articles of Dissolution are filed together with a tax clearance from the MT DOR. The articles are signed by an officer and the original is submitted to the MT SOS.

    Dissolutions, Generally

    A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.

    IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.

    For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.

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    Domestic Corporation Summary (Montana)
    Pursuant to Montana Business Corporation Act (Mont. Code Ann. 35-1-112 et seq.), a corporation incorporating in Montana files a Articles of Incorporation with the Montana Secretary of State (MT SOS).

    Corporate Name: The corporate name must contain "corporation" "incorporated" "company" "limited" or abbreviations thereof.

    Purpose of Business: General business clause.

    Maximum Stock for the Minimum Filing Fee: 50,000 shares with or w/o par value for minimum license fee.

    Paid in Capital: There is no minimum paid in capital requirement.

    No. of Directors: The corporation may have 1 director.

    Purpose: No specific business purpose is required.

    Preemptive Rights: Denied unless specifically granted.

    Cumulative Voting: Granted unless specifically denied.

    Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of Montana.

    Filing: Submit an original to the MT SOS.

    Incorporations, Generally

    A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.

    LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.

    A complete incorporation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing a charter document for filing

  • Drafting bylaws

  • Preparing consent of incorporator (if applicable under relevant state law)

  • Preparing an organizational consent of directors

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)

  • Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance

  • Creating a stock ledger

  • Preparing and filing applications of foreign qualifications (if any)

  • Organizing the minute book

    For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.


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  • Elimination of Duplicate Copies of Filings (HB 180) - Montana
    Effective October 1, 2005 HB 180 amends filing requirements with the MT SOS to eliminate the requirement for duplicate copy filing requirements of certain applications, certificates, and registrations with respect to the name of certain corporations, limited liability companies, and partnerships be filed with the MT SOS; and

    Provides for requirements of registration of Foreign Limited Partnerships.

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    Foreign Qualification Summary (Montana)
    Pursuant to the Montana Business Corporation Act (Mont. Code Ann. 35-1-1026 et seq.) a foreign corporation, may not transact business in this state until it files an Application for Certificate of Authority with the Montana Secretary of the State (MT SOS).

    Name of Corporation: Name must contain "corporation" "incorporated" "company" "limited" or abbreviations thereof.

    Good Standing Certificate: No longer required (2.2015)

    Officers and Directors: A list of officers and directors with addresses is required.

    Execution and Filing: Must be executed by an officer of the corporation. One executed original is filed with the MT SOS.

    Foreign Qualifications, Generally

    A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.

    For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.



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    LLC - Formation Summary (Montana)
    Pursuant to the Montana Limited Liability Company Act (Mont. Code Ann. 35-8-112 et seq.), a limited liability company forming in Montana files Articles of Organization with the Montana Secretary of State (MT SOS).

    LLC Name: The LLC name must contain "limited liability company", "limited company" or if Professional, "professional limited liability company", or an abbreviation.

    No. of Members: The LLC may have 1 member.

    List Members: Must list members with street addresses.

    Execution and Filing: One executed original and one copy of the articles is filed with the MT SOS.

    Filing Fee: $70.00


    LLC Formation, Generally

    A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.

    LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.

    A complete formation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing the formation certificate for filing with the secretary of state

  • Drafting an operating agreement

  • Preparing an organizational consent of managers or members

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing and filing applications of foreign registrations (if any)

  • Organizing the company records book

    For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.

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  • Recommended Service Companies (Montana)
    The service companies listed below are members of NRAI’s Affiliate Network. These companies are high-quality service companies that deliver double the service for a fraction of the cost of the larger companies.

    So whether you’re looking to save significant money on Registered Agent services or double the service for half the price on corporate and UCC services, we strongly encourage you to contact:

    Unisearch
    1903 21st Street
    Sacramento, CA 95814
    Phone: 800.769.1864 / 916.444.5394
    Fax: 800.769.1868

    ------------------------------------------------

    US CorpWorks Inc.
    1638 Pennsylvania Street
    Denver, CO 80203
    Phone: 888.967.5799 / 303.393.8800
    Fax: 303.393.8900



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    UCC Filings (Montana)
    UCC Financing Statements are filed in Montana with the Montana Secretary of State (MT SOS). Fixture filings will be filed at the county level where the mortgage is registered. UCC financing statements are filed with the Montana Secretary of State.

    Online Filing: Filings may be filed online. You must be a registered user.

    Forms: UCC Forms


    UCC Filings, Generally


    Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.

    Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.

    In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.

    Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.

    Foreign Debtors

    A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.

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