How To Create A Montana 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.

    See the business name search link below 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 $70 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.

     

    Filing Tips and Links:

    *Check name availability for your Montana corporation: Montana business name search
    *Hire a Montana Registered Agent for $45 a year
    *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 $15 filing fee. Montana corporations filing after April 15 will be charged a $15 late fee. The annual report can be filed either online or it can be downloaded and sent by mail.

Montana Corporation Fees

Articles of Incorporation $70
Our Registered Agent Fee $45
Annual Report Fee $15
State Corporate Tax 6.75% ($50 minimum)

 

Montana Corporation Advantages

  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 incrued, 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 FAQ

How Do I File My Articles of Incorporation?

The best ways to file Articles of Incorporation are by mail or fax.

Montana Secretary of State
PO Box 202801
Helena, MT 59620-2801

Fax: (406)-444-3665

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:

  • 24 Hour Expedite: $20 fee
  • 1 Hour Expedite: $100 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 candnot conduct any business until the Articles of Incorporation are filed and accepted by the Montana Secretary of State.

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.

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:

  • 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
  • Amendments

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.

Some Options For You:

You can save yourself some money by filing for your own corporation with the tools provided in your client account, instead of paying a company to form the corporation for you. We provide the Montana Articles of Incorporation forms in your online Montana registered agent account. Also included are filing tips and resources on how to file. You get access to this immediately after you sign up for Montana registered agent service.

So, what are my next steps?

  • Sign up for our registered agent service in Montana for $45 a year.
  • Once you sign up for our Montana Registered Agent Service, you will see the state forms you file and some tips on how to file right away.
  • Complete the Articles of Incorporation and send them to the Montana Secretary of State.
  • The Secretary of State will form your corporation within 10 to 15 days (unless you pay the expedite fees)  and then mail you confirmation. Once the secretary of state has filed your paperwork, your Montana corporation has officially been formed.