1. Naming Your Corporation
2. Filing Articles of Incorporation in Montana
3. Creating Corporate Bylaws
4. Opening a Business Bank Account
5. Filing an Annual Corporate Report
6. Dissolving Your Montana Corporation

Articles of incorporation Montana are the documents a business must file to establish a corporation in the state. Establishing a corporation increases the credibility of your business, meets legal requirements to operate in the state, and limits the personal liability of your officers and shareholders.

Naming Your Corporation

Before you can establish a corporation in Montana, you need to come up with a unique business name. The name must end with either Incorporated, Company, Limited, Corporation, Ltd., Co., Corp., or Inc. It cannot be a name that is already in use by another Montana business. You can search registered business names through the Secretary of State website. If the name you want is not already taken, you can file a name reservation form and pay a $10 fee to hold the name for 120 days.

Filing Articles of Incorporation in Montana

In the articles of incorporation, you'll list your corporation's name, principal business address, authorized number of capital stock shares, and registered agent name and address. The registered agent must have a physical address in Montana and is responsible for accepting process service and legal documents on behalf of your business. Having a registered agent is required by state corporate law. This could be either a resident of Montana or a business entity that is registered and has a street address in the state. It cannot be a post office or commercial mailbox. Although the company cannot be its own registered agent, an owner who has a Montana street address can serve this role.

In addition to the required information, you can add attached provisions to your articles of incorporation. These may include:

  • Terms and qualifications of officers and/or directors
  • Indemnification of officers and/or directors
  • Shareholder, director, and/or officer powers, responsibilities, and rights
  • Stock class designations
  • Cumulative voting rights
  • Preemptive rights
  • Close corporate election

This document must be submitted to the Montana Secretary of State either in person, by fax, or by mail. Filing fees are:

  • $70 for standard service
  • $90 for 24-hour service
  • $170 for one-hour service

Creating Corporate Bylaws

The governing document for your Montana Corporation is the corporate bylaws. The bylaws establish operating rules for your business and list shareholder names and addresses, initial contributions, and number and class of stock shares. Although bylaws are not filed with the Secretary of State, you should keep internal copies in your official files. The bylaws also establish your corporate officers and board of directors, the rights and duties of these individuals, and procedures for holding annual shareholder meetings.

Opening a Business Bank Account

Your Montana corporation will need a designated bank account. When you choose a bank, call in advance to make sure you bring the right documents to open your business account. This often includes copies of the bylaws, articles of incorporation, and/or a board resolution to authorize the new account.

You may also need to supply your employer identification number (EIN). This number is issued by the IRS to use for taxes and other financial purposes. Apply for a free EIN by filing Form SS-4 by mail or online. Corporate earnings are taxed at 6.75 percent by the state, with a minimum annual tax of $50.

Filing an Annual Corporate Report

Montana corporations must file an annual report due to the Secretary of State by April 15. This can be done online and carries a $20 filing fee. First, complete the Certificate of Authority form. You must attach a dated Certificate of Existence from the past six months that is signed by official business entities in the state where you were incorporated if you are a foreign entity. This requires an additional $70 fee. Failure to file this report will damage your standing with the state.

Dissolving Your Montana Corporation

If you go out of business, you must officially dissolve your corporation. All your state taxes must be paid, at which point you can request a Dissolution Tax Certificate from the state Department of Revenue. You will receive an original and a copy, both of which should be sent to the Secretary of State with the form Articles of Dissolution for a Profit Corporation. You must include a $15 filing fee.

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