Guide to Starting a Montana LLC

Step 1: Name your Montana LLC

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.

Montana Business Naming Rules

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:

• The name must be distinguishable from other business names registered in the state. This includes foreign businesses.
• The name must include one of the following:
  • Limited Liability Company
  • Limited Company
  • L.L.C.
  • L.C.
  • LLC
  • LC
• You can also abbreviate “limited” as “Ltd.” and “company” as “Co.”
• The designator can’t imply that the LLC is a different type of entity. For example, it can’t have “Inc.” as a designator.

Check out Montana Code 35-8-103 for more information about LLC names.

Search your new Montana LLC name and availability

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.

Reserving a Business Name for Your Montana LLC

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. 

Is your Montana LLC name available as a web domain?

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.

Check your new Montana LLC name for trademarks

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.

Getting an Assumed Business Name for Your LLC

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.

Step 2: Choose a registered agent in Montana

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.

Who can be a registered agent in Montana?

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.

Should I be my own registered agent?

Montana allows LLC owners to be their own registered agents. Although this sounds appealing, the drawbacks may change your mind:

• You must be at your registered address during regular business hours.
• You won’t be able to leave the office to go on business trips, run errands, go on vacation, or take a sick day.
• If you’re served with a lawsuit at the LLC, it can happen in front of clients. This is bad for business and can be very embarrassing.

You should also know that the business can’t be its own registered agent.

Consider using a registered agent service for your Montana LLC

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.

What if a process server can’t find my registered 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.

ZenBusiness can provide your registered agent

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.

Step 3: File Montana Articles of Organization

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. 

Required Information for Montana Articles of Organization

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:

• The LLC’s name
• The LLC’s duration period (temporary or continuous)
• The LLC’s principal mailing address
• The registered agent’s address, name, etc. 
• If the LLC will be member-managed or manager-managed
• The names and business addresses of the members/managers

Be sure to look into Montana Code 35-8-202 for a much more detailed list of requirements for your Articles of Organization.

Filing Montana 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.

Member-Managed or Manager-Managed?

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.

Why would I delay my Montana LLC’s filing date?

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.

What if I need to make changes to my Articles of Organization?

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.

If you’d like us to handle this filing for you, then look into our amendment filing service. Our Worry-Free Compliance service also includes two amendment filings per year.

Keep your LLC documents in one digital dashboard

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.

Step 4: Create an operating agreement

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.

Benefits of Montana LLC Operating Agreements

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:

• You can prevent and resolve conflicts between the LLC’s members by detailing each’s privileges and powers.
• You can further emphasize if the business will be member-managed or manager-managed. You’ll first do this in your Articles of Organization.
• It can further separate your personal assets from the business’s assets. LLCs do this by default, but you can stress this with an operating agreement.
• You can set the requirements for adding new members to the LLC. You can also detail the reasons for and the process of removing members.
• You can set up a succession plan for the entire business or the ownership portion of a member who leaves, dies, or becomes incapacitated; a single-member LLC can find this very beneficial. You should also detail what will happen to that member’s portion.

These are just a few general benefits. There very well may be more that can apply to you and your situation.

What should I include in my Montana LLC operating agreement?

Here are some things you may want to include in your operating agreement:

• Ownership portions. If there are multiple members, establish each ownership portion in a manner that everyone is happy with. If there are five owners, you can split ownership evenly at 20% each. You can also have one member own 40%, another own 30%, and the remaining members own 10% each. It’s entirely up to you.
• Management structure. As you did in the Articles of Organization, state if the LLC will be member-managed or manager-managed.
• Member responsibilities. You can list who in the company will be responsible for the business’s finances, who will be responsible for making business deals, etc. You can also detail each member’s voting powers and authorizations.

• Member removals and additions. Be sure to include the reasons and steps for removing a member and what will become of their ownership portion (sold to someone else, absorbed by the other members, etc.) The same goes for member additions. List the requirements for doing so.
• Dissolution and winding up. Establish the reasons the LLC will shut down and what will happen to any remaining profits, assets, debts, and more. Be sure to file Articles of Termination to officially dissolve the LLC.

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.

Do I need an operating agreement even if I’m the only owner?

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.

Step 5: Apply for an EIN

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.

Register for Montana business taxes

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).

Can filing as an S corp lower my taxes?

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.

Step 6: Submit your LLC’s beneficial ownership information report

At the beginning of 2024, the Corporate Transparency Act went into effect and brought with it a new requirement for LLCs and other small businesses: the beneficial ownership information report, or BOI report. This report provides information about each LLC’s beneficial owners to the Financial Crimes Enforcement Network (FinCEN). According to the act, an LLC’s beneficial owner is anyone who holds 25% or more of the LLC’s ownership interest, exercises substantial control over it, or gets significant economic benefit from its assets. 

With the BOI report, FinCEN aims to deter financial crimes like money laundering by making it harder for organizations to use shell corporations for illicit activities. That’s because the BOI report asks for the name, address, and identifying documents for each beneficial owner. Failing to provide this information can have severe criminal and civil penalties. 

You can file your BOI report online or by PDF upload to FinCEN’s website. There’s no fee to file, and you’ll only need to file the federal form (Montana doesn’t have its own BOI). Just be sure to file on time; LLCs that organize in 2024 will have up to 90 days after Montana approves their Articles of Organization, and LLCs that organize in 2025 and beyond will have just 30 days. Any LLCs that formed before 2024 will have until the first of 2025 to file. 

You can learn more about the BOI report procedures on FinCEN’s website. And if you’re feeling a little anxious about this new filing, our BOI report filing service can help.

Important Steps After Registering a Montana LLC

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.

Open a business bank account

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.

ZenBusiness Money

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.

Getting Business Insurance for your LLC

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.

File your Montana LLC annual report

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.

Hiring Employees in Montana

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.

Getting a Certificate of Existence

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:

• Renew your permits and licenses
• Get business insurance
• Secure funding
• Enter contracts

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.

Other Business Entity Types in Montana

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:

• C Corporation (C Corp):
  • Liability Protection: Similar to an LLC, a Montana corporation provides limited liability protection to its shareholders, separating personal assets from business liabilities.
  • Tax Implications: C corps have a unique taxation structure. They are subject to double taxation — once at the corporate level on profits and again at the individual level when shareholders receive dividends.
  • Ease of Management: Corporations, especially larger ones, typically involve more complex management structures, including a board of directors and shareholders’ meetings.
• S Corporation (S Corp):
  • Liability Protection: “S corporation” refers to a tax status that an LLC or C corporation can apply for. It has no effect on liability and is not a business structure.
  • Tax Implications: S corps are pass-through entities for tax purposes, similar to LLCs. This means that business profits and losses pass through to the individual tax returns of shareholders, avoiding double taxation.
  • Ease of Management: An S corp is a tax status and not a true business entity; being an S corp has no effect on a business’s management.
• Sole Proprietorship:
  • Liability Protection: Sole proprietors have no legal separation between personal and business assets, making them personally liable for business debts and legal issues.
  • Tax Implications: Income from a sole proprietorship is typically reported on the owner’s personal tax return, simplifying tax filing. However, there are no tax benefits associated with this structure.
  • Ease of Management: Sole proprietorships are the simplest business form to operate, with minimal regulatory requirements.
• Partnership:
  • Liability Protection: Similar to sole proprietorships, general partnerships offer no liability protection. Partners are personally responsible for business debts and legal obligations.
  • Tax Implications: Partnerships are pass-through entities, with profits and losses flowing through to the individual tax returns of partners.
  • Ease of Management: Partnerships are relatively easy to set up and manage but require a clear partnership agreement outlining roles, responsibilities, and profit-sharing.

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.

Types of LLCs in Montana

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:

• Domestic LLC: A domestic LLC is the standard LLC type for businesses that are formed within Montana and plan to operate solely within the state. It offers limited liability protection to its members and is a common choice for small businesses.
• Foreign LLC: If your LLC was originally formed in another state but you want to do business in Montana, you’ll need to register as a foreign LLC. This type allows you to expand your existing business into Montana while maintaining the legal structure of your home state.
• Professional LLC (PLLC): Licensed professionals, such as doctors, lawyers, architects, and accountants, can form a professional LLC. This type of LLC is designed to provide these kinds of professionals with limited liability protection against debts and judgments against the business.
• Series LLC: Montana allows for the formation of series LLCs, which can be an attractive option for real estate investors and businesses with multiple properties or ventures. Each series within the LLC can have its own assets, members, and liability protections.
• Manager-Managed LLC: In a manager-managed LLC, the management responsibilities are delegated to one or more appointed managers who may or may not be members. This structure is ideal when members want to play a passive role in the day-to-day operations.
• Member-Managed LLC: In a member-managed LLC, all members actively participate in the management and decision-making processes of the company. This structure is common for small businesses with a few owners who want direct control.

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.

We can help!

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.