Create a Corporation in Montana
A corporation is a business structure that creates a legal entity separate from its owners. It can own property, raise money, and protect its owners from personal liability.
Forming a corporation can feel complicated, but you don’t have to figure it out alone. We’ll provide you the tools and guidance to help form your corporation.
How to Incorporate in Montana
1. Choose a Name for the Corporation
When you start a Montana corporation, the first step is choosing a name for the company. Two factors are critical to choosing the right name: the name must be distinguishable from other businesses already registered, and the name must meet the standards of state law.
A Montana corporation must use any of the following business identifiers:”Incorporated,” “Corporation,” “Company,” or “Limited:” or the abbreviations “corp.,” “inc.,” “co.,” or “ltd.,” or words or abbreviations of similar meaning in another language. Business identifiers, however, are not considered distinguishable. If the company John Smith Corporation already exists in Montana, you cannot register John Smith Incorporated, because the business identifier is not enough to distinguish the businesses from each other.
Check the Montana Business Search to find the right name for your corporation in Montana.
2. Appoint a Montana Registered Agent
To start a Montana corporation, you must appoint a Montana registered agent on the Articles of Incorporation. A registered agent service is hired to receive service of process (notification of a lawsuit), important legal documents, and official mail on behalf of a Montana corporation.
A competent Montana registered agent also provides updates concerning annual reports and annual taxes. You can hire us for $45 dollars a year for complete registered agent service. Instantly after completing our sign up, you can log into your online account and download a fillable version of the Montana Articles of Incorporation with our information already included on the form.
3. File Articles of Incorporation
Articles of Incorporation are filed with the Montana Secretary of State in order to incorporate in Montana. The Articles of Incorporation formally creates and registers the Montana corporation with the state. The articles of incorporation cost $35 to file with the Montana Secretary of State.
On the Articles of Incorporation, you must include: the type of corporation; name and address of the company’s Montana registered agent; number of shares of Capital Stock; and the name and business mailing address of incorporator.
4. Write Montana Corporate Bylaws
After you incorporate in Montana, you’ll need to create your corporate bylaws. Bylaws are a blueprint for the Montana corporation, outlining both the ownership of the company, how it will be run on an administrative level, how profits and losses will be distributed, as well as what happens to the corporation’s assets upon dissolution.
Corporate Bylaws designate the initial shareholders, their contributions, amount of stock each holds, the value and type of stock, all rights and responsibilities, and other such issues of ownership. The Bylaws also appoint initial directors and corporate officers, as well as detailing their duties, rights and responsibilities.
The bylaws are not filed with any state agency.
5. Apply for an Employer Identification Number
Once you incorporate in Montana, the company must apply for an Employer Identification Number (EIN) with the IRS. An EIN is essentially a business’ Social Security Number, in this case for the Montana corporation, and it is used in the same manner. The EIN identifies the Montana corporation for the IRS for tax purposes. If your corporation will be conducting business (many holding companies are not conducting business), you are required to get an EIN.
6. Open a Montana Business Bank Account
If your Montana corporation needs a bank account, you’ll be required to open a business bank account. From the business account, the Montana corporation will make purchases, pay employees, process client payments, etc.
Each bank branch has its own specific guidelines for opening accounts, but most banks will require the following: someone authorized to open the account in person, copies of the filed Articles of Incorporation, the Montana corporation EIN, and copies of the Montana corporation Corporate Bylaws and initial resolution. Call your bank prior to walking in, so you know what they require and won’t need to make several trips.
7. Montana Annual Report
Each year after you incorporate in Montana, the company must file an Annual Report. The Annual Report is due by April 15. There is a $20 filing fee. Montana corporations filing after April 15 will be charged a $15 late fee. The annual report must be filed online.
With our Corporation Formation Service, we help protect your business by including enrollment in Annual Report Renewal Service, so you’ll never miss the Montana Annual Report deadline. This way, you won’t pay any late fees or risk having your company dissolved by the state. We’ll send you a reminder before the filing deadline and then file on your behalf ($100 + state fee, paid only at filing). To file by yourself, just cancel the service inside your online account.
Montana Corporation Fees
Articles of Incorporation
$35
Our Registered Agent Fee
$45
Annual Report Fee
$20
State Corporate tax
6.75% ($50 Minimum)
Montana Corporation Advantages
Choosing the right business structure depends on how you plan to operate, grow, and finance your business. A Montana corporation offers several advantages, including:
1. Limited Liability
When you start a Montana corporation, you are forming a separate legal entity distinct from you, the company’s owner. This entity has its own rights and responsibilities under the law. When debts are accrued, the Montana corporation is responsible for meeting those debts, but the liability for them is limited to the company. In other words, the personal assets of you, the owner, cannot be seized to settle the company’s debts.
2. Prestige
A Montana corporation begins its life with a certain level of inherent prestige. Corporations are the oldest business structure in the world, and over time the structure has built up a certain amount of distinction and respect in the business world. Terms like Board of Directors, CEO and Shareholder are automatically associated with professionalism, giving your new company a legitimacy that is simply not shared by a new LLC or sole proprietorship.
3. Financial Flexibility
While an LLC may be easier to manage, a Montana corporation is given greater leeway and control over its finances. Corporations are offered a far more expansive range of tax breaks and can opt to reinvest profits into the company instead of issuing them out to shareholders. Corporations can also offer more options for investors (the sale of stock being the most common) and more benefits to employees (since corporations can write-off more benefits on their taxes than an LLC can).
Montana Corporation FAQs
How Do I File My Articles of Incorporation?
The best ways to file Articles of Incorporation are by mail to:
Montana Secretary of State
PO Box 202801
Helena, MT 59620-2801
Documents can also be hand delivered to:
State Capitol, Room 260
1301 6th Avenue
Helena, MT 59620
Can I Expedite My Business Filings?
Yes. There are two expedite options:
- 1 Hour Expedite: $100 fee
- 24 Hour Expedite: $20 fee
How Do I Reserve My Montana Corporation Business Name?
Name reservations are not required when you incorporate in Montana, but you can file an Application for Reservation of a Business Name to reserve your corporation name for up to 120 days. There is a $10 filing fee. The Montana corporation cannot conduct any business until the Articles of Incorporation are filed and accepted by the Montana Secretary of State.
What is a Montana Assumed Business Name?
An assumed business name, also called a DBA or Trade Name, is an alternative name for your Corporation. Registering for a DBA means your business can operate under a different name without having to create a new business entity. You can register your DBA by filing a Registration of Assumed Business Name form with the Montana Secretary of State and pay the filing fee. We can do this for you! Just add our Trade Name (DBA) service at checkout, and we’ll register your DBA for $125 plus state fees.
What If I Don’t File My Annual Report?
After you start a Montana corporation, you must file an Annual Report each year. The Annual Report is due by April 15. You can file after the deadline and pay the $15 late fee. However, if you fail to file an Annual Report by December 1, the Montana corporation will be involuntarily dissolved by the SOS.
After a dissolution, you have the option of reinstating the company anytime during the following five years. After five years, a new corporation must be formed.
We help prevent you from facing this inconvenience by including enrollment in our Annual Report Renewal Service with Business Formation Service.
Do I Have to Appoint a Montana Registered Agent?
Yes. Every business entity must have a Montana registered agent. The Montana Model Registered Agents Act (Montana Annotated Title 35, Chapter 7) covers the legal statutes concerning registered agents.
What Am I Required to Include in My Corporate Bylaws?
There are no legal requirements for Corporate Bylaws. Every Montana corporation is different and must write its Bylaws to meet the specific needs and challenges of its own company. However, the following should be addressed by every corporation:
- Amendments
- Initial Shareholders
- Type and Value of Initial Stock
- Board of Directors and Corporate Officers
- Rights and Duties of Directors and Officers
- Voting Rights
- Shareholder Meetings (When, Where, and Procedures)
- Conflict of Interest
Are My Montana Corporate Bylaws in the Public Record?
No. Corporate Bylaws are not submitted to any government agency and are not published as part of the public record (unless the corporation is publicly traded on a public stock exchange, in which case the bylaws will be filed with the SEC).
What is a Montana Close Corporation?
A Close Corporation is a specific type of Montana corporation with its own unique requirements and structure. A close corporation can be elected only if there are 25 or fewer shareholders.
There are a number of advantages of a close corporation, specifically:
- No Board of Directors
- No Annual Shareholders Meeting
- Allows Officers to Hold More Than Once Office
- At-Will Dissolution By Shareholders
- Limitations on Share of Stock Transfers
The purpose of the close corporation is to allow small, family-run businesses greater ease in managing and operating a corporation. The Montana corporation is still a corporation in structure, but it actually operates more like an LLC.