Register a Montana
A Montana foreign LLC is an LLC that intends to do business in Montana but was formed elsewhere in the US. Foreign LLC registration in Montana requires you to get a Montana Certificate of Authority from the Secretary of State and pay a $70 state filing fee. The Big Sky State requires that any out-of-state company with commercial real estate property in Montana—such as a store, office or warehouse—that makes taxable sales to state residents to register as a foreign business. There are a few exceptions, but in most cases, if your business meets this criteria, it will need to register with the Secretary of State.
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How to Register a Foreign LLC in Montana
Foreign Qualification, a fancy term for the process of registering your foreign company in Montana, requires business owners to submit an Application for Registration to the Secretary of State. Here’s how it works:
1. Appoint a Montana Registered Agent
First and foremost, you’ll need a Montana Registered Agent. This can be a business or someone you know, but that person must have a physical address in Montana. Registered agents must be available during standard business hours in order to accept legal notifications on behalf of your business.
Can I be my own registered agent for my Montana LLC?
You can be your own registered agent if you live in Montana and have a physical address there—but that’s unlikely for most foreign LLC owners. Staying at a registered office during business hours may also interfere with the actual work of running your company. When companies expand into other states, many choose to hire a Registered Agent Service to handle this important side of the business.
Why hire a Montana Registered Agent?
In addition to freeing you from the responsibility of waiting around for legal notifications, a professional registered agent is a great choice to help safeguard your privacy. A registered agent service can help you avoid sharing your personal address in public records by letting you use their business address instead.
2. Complete the Application for Certificate of Authority
To register your foreign LLC in Montana, you’ll have to complete the state’s Certificate of Authority for Foreign Limited Liability Company application and file it with the Montana Secretary of State.
First, you will need to get signed up for an online account with the Montana Secretary of State. Once you’ve registered, you can file your application for the Certificate of Authority. Here’s the information you need to provide:
- Whether the business is a traditional LLC or a PLLC (Hint: most LLCs are traditional LLCs)
- Name of LLC (must include “Limited Liability Company,” “Limited Company,” “Professional Limited Liability Company” or an abbreviation)
- Jurisdiction where LLC was formed
- Date LLC was incorporated
- Date of expiration (if applicable)
- Name of the company’s Montana Commercial Registered Agent OR the name, street address and mailing address of the company’s Noncommercial Registered Agent
- Principal address of LLC (in home state)
- Whether the LLC is manager- or member-managed
- Name and business address of managers or member-managers (if any)
- Services to be rendered (only for PLLCs)
- Business address in Montana (if any)
- Signature, printed name, title and daytime contact information of filing Manager or Member-Manager
If you’re ready to get started, you can Register Your Foreign LLC in Montana now with Northwest.
How much does it cost to file the Certificate of Authority?
Montana charges $70 to file your Certificate of Authority for Foreign Limited Liability Company application. Additional fees can be paid for rapid processing.
Can I file my Certificate of Authority application by mail?
No. Montana no longer accepts paper forms, as all filings are now done via the state’s SOS Enterprise Online Filing Portal.
However, if you have issues using the portal or need answers about registering your business, you can contact the Secretary of State’s office by phone at 406-444-3665, or e-mail [email protected].
Do foreign LLCs need to file a Certificate of Organization?
No. You’ll only need to file a Certificate of Organization (also known as LLC Articles of Organization) if you’re forming a new LLC. Foreign LLCs simply need a Certificate of Authority to do business in Montana.
Do I need to provide a Certificate of Good Standing to register a foreign LLC in Montana?
No. Though many states ask foreign LLCs to provide proof of existence or good standing, Montana does not require that extra step to register your business.
3. Get Your Foreign Registration Documents
After submitting your Application for Registration, the Montana Secretary of State will e-mail you verification proving that your LLC is registered to do business in the state. You will also be able to access a copy of the official filing in your online account, as well as the Montana Secretary of State’s Business Search.
How long does it take for Montana to process the Certificate of Authority?
Montana generally processes applications in 7-10 business days. If you want to have it processed within one day, there’s an additional $20 fee. If you absolutely need it processed in an hour, you’ll have to pay a $100 fee (for a total of $170) for that rapid turnaround.
Montana Foreign LLC Registration FAQ
How do I amend a foreign LLC in Montana?
To amend your Montana foreign LLC, you’ll need to log into the SOS Enterprise Online Filing Portal and file an amendment. The filing fee is $15.
What does doing business mean in Montana?
Many states, Montana included, do not clearly define doing business because the business landscape is always evolving. However, broadly speaking, any foreign company occupying commercial real estate property in Montana needs to register as a foreign business, if the business is making taxable sales to state residents. Registration may be required even if your company has a single salesperson working in Montana.
The Montana Code is more specific about what does not count as doing business. Per M.C.A. §35-8-1001, activities that do NOT constitute transacting business in Montana include, but are not limited to:
- Settling or defending lawsuits
- Holding board meetings
- Maintaining bank accounts
- Maintaining offices for the transfer of securities
- Selling goods or services through an independent contractor
- Soliciting orders (before they become contracts)
- Creating or acquiring debt, mortgage and security interests in real or personal property
- Owning property acquired for less than 5 years—or if it does not produce income or is unused in any function of the LLC
- Isolated, non-repeating transactions completed within 30 days
- Transacting business in interstate commerce
Do I have to file an annual report for my Montana foreign LLC?
Yes, all foreign LLCs in Montana must file a Montana Annual Report. Your report will be due each year on April 15th. The filing fee is $20. If you miss the deadline, a $15 late penalty will be charged and your LLC may lose good standing with Montana.
How are foreign LLCs in Montana taxed?
You must pay all applicable Montana taxes, just like any Montana LLC. By default, your LLC will be taxed as a pass-through entity, which means your business profits “pass through” the company itself and get reported as income on individual members’ tax returns. An LLC may choose to be taxed as a corporation instead, but to do that you’ll have to file paperwork with the IRS.
How can I withdraw my Montana foreign LLC?
To withdraw your foreign LLC, you’ll need to log into the SOS Enterprise Online Filing Portal and complete a Statement of Withdrawal. There is no fee to withdraw a foreign LLC in Montana.