What Is an LLC in Montana?
Organized under the Montana Limited Liability Company Act (Montana Code Annotated (MCA) §§ 35-8-101 through 35-8-1307), a limited liability company is a distinct legal entity that insulates its owners — known as members — from personal responsibility for company debts while offering considerable freedom in structuring management, ownership, and profit-sharing arrangements. Members stand to lose only what they have put into the business; personal assets remain beyond the reach of LLC creditors absent extraordinary circumstances.
Montana LLCs may operate as either member-managed or manager-managed entities, and MCA § 35-8-307 spells out the default voting and decision-making rules for each structure. A single-member LLC is treated as a disregarded entity by the IRS, while a multi-member LLC defaults to partnership taxation. Either form may elect corporate treatment by filing IRS Form 8832. The members shape internal governance through an operating agreement, which need not even be in writing under Montana law. Montana imposes no general sales tax, no franchise tax, and no entity-level fee beyond the annual report, making it one of the lower-cost states for ongoing LLC maintenance.
Montana LLC Name Search
The name chosen for a Montana LLC must be distinguishable on the Secretary of State’s records from every other entity name, whether that of a corporation, limited partnership, limited liability company, assumed business name, or trademark already on file or reserved in the state. MCA § 35-8-103 requires the name to contain one of these designators: “limited liability company,” “limited company,” “l.l.c.,” “l.c.,” “llc,” or “lc.” The word “limited” may be abbreviated as “ltd.” and “company” as “co.” The statute also prohibits the name from including business identifiers such as “corporation,” “incorporated,” or “limited partnership” that would suggest the entity is organized in a form other than an LLC.
Words implying regulated industries, such as “bank,” “insurance,” or “university,” may require separate approval from the relevant state licensing authority before the Secretary of State will accept the filing. Organizers can check whether a proposed name is available by searching the Montana Secretary of State Business Entity Search. A clear result in the search tool is a useful indicator, but not a guarantee of acceptance. The Secretary of State renders the final judgment when the articles of organization are reviewed.
Name Reservation: Under MCA § 35-8-104, an organizer may reserve a name for a nonrenewable 120-day period by filing a reservation application and paying $10. The reservation may be transferred to another party by filing a notice with the Secretary of State, though the transfer does not extend the 120-day term.
Choosing an LLC Registered Agent in Montana
Montana law requires every LLC to appoint and continuously maintain a registered agent who can accept service of process, official notices, and government correspondence on behalf of the company. The requirement is found in MCA § 35-7-105, which applies to all business entities organized or registered in the state under a centralized registered agent framework.
An LLC may designate either a commercial registered agent, an individual or entity listed with the Secretary of State as providing registered agent services to multiple entities, or a noncommercial registered agent, meaning an individual or entity whose name and physical Montana street address appear in the articles of organization. The registered office must be a street address in Montana where the agent is available during normal business hours; a P.O. Box alone is not sufficient.
Under MCA § 35-7-105, filing the articles of organization with a registered agent’s name constitutes an affirmation by the LLC that the agent has consented to serve. Montana does not publish a separate, standalone consent form for this purpose; the act of filing is itself treated as evidence of consent. If the LLC fails to maintain an agent and service cannot be effected through any authorized person, the Secretary of State may become the default agent, which creates delays and complications in litigation.
Note: Changing the registered agent or registered office address after formation is free—the Secretary of State charges no fee for a Statement of Change of registered agent or office.
LLC Filing Requirements in Montana
Filing signed articles of organization with the Montana Secretary of State brings the LLC into existence or, if the organizer specifies a delayed effective date, on that later date. Under MCA § 35-8-201, one or more persons may form the LLC, and those persons need not be members at the time of formation or afterward. Once filed, the Secretary of State’s acceptance constitutes “conclusive proof that the organizers have satisfied all conditions precedent to the creation of a limited liability company.”
MCA § 35-8-202 sets out what the articles must include:
- The LLC’s name, satisfying the requirements of MCA § 35-8-103
- Whether the company is a term company and, if so, the specified term
- The complete business mailing address of the LLC’s principal office, wherever located
- The registered agent information required by MCA § 35-7-105
- If manager-managed, a statement to that effect and the names and addresses of initial managers; if member-managed, a statement to that effect and the names and addresses of initial members
- Whether one or more members will be liable for the company’s debts under MCA § 35-8-304(3)
- Any other provisions that the members elect to include that are not inconsistent with Chapter 8
Online: File through the Montana Secretary of State Business Filing Portal. The filing fee for articles of organization is $35. An account may be created for ongoing management of the entity, though one is not strictly required for the initial filing.
By Mail: Send the completed articles and a check payable to “Secretary of State” for $35 to the Secretary of State, P.O. Box 202801, Helena, MT 59620-2801.
Expedited Processing: The Secretary of State offers 24-hour processing for an additional $20 and 1-hour processing for an additional $100, as listed on the Montana Secretary of State filing fees page.
Montana requires LLCs to file an annual report with the Secretary of State each year. Domestic LLCs must file by December 1, though reports filed between January 1 and April 15 currently have the filing fee waived. Reports filed after April 15 carry a $35 fee. Annual reports are filed through the same online portal at biz.sosmt.gov. Montana does not require post-formation newspaper publication.
How Much Does it Cost to Create an LLC in Montana?
| Cost | Mandatory or Optional | Amount | When It Applies | Official Source |
| Articles of Organization | Mandatory | $35 | At formation | Montana SOS Filing Fees |
| Name Reservation | Optional | $10 | Before formation; nonrenewable 120-day hold | Montana SOS Filing Fees |
| 24-Hour Expedited Processing | Optional | $20 | At formation, if expedited service is requested | Montana SOS Filing Fees |
| 1-Hour Expedited Processing | Optional | $100 | At formation, if rush service is requested | Montana SOS Filing Fees |
| Annual Report (filed by April 15) | Mandatory | Waived | Annually, beginning the year after formation | Montana SOS Business Services |
| Annual Report (filed after April 15) | Mandatory | $35 | Annually, if filed after the waiver deadline | Montana SOS Business Services |
| Statement of Change (Agent/Office) | Optional | $0 | When changing the registered agent or office | Montana SOS Filing Fees |
| Certificate of Existence | Optional | $5 | When proof of good standing is needed | Montana SOS Filing Fees |
| Articles of Amendment | Optional | $15 | When amending formation documents | Montana SOS Filing Fees |
| Federal EIN Application | Mandatory (if applicable) | $0 | After formation | IRS EIN Online Application |
LLC Operating Agreement in Montana
An operating agreement is permitted but not mandated in writing by Montana’s LLC Act. MCA § 35-8-109 provides that “all members of a limited liability company may enter into an operating agreement, which need not be in writing, to regulate the affairs of the company and the conduct of its business and to govern relations among the members, managers, and company.” Where the operating agreement is silent, Chapter 8 supplies the default rules. The agreement is an internal document; it is not filed with the Secretary of State.
Despite the lack of a writing requirement for most provisions, certain matters must be reduced to writing if the members wish to modify them. MCA § 35-8-109(3) requires a written operating agreement to vary the recordkeeping requirements under MCA § 35-8-405, alter members’ distribution rights under MCA § 35-8-601 or MCA § 35-8-903, or change the process for admitting new members under MCA § 35-8-707. The statute also sets nonwaivable boundaries: the operating agreement may not eliminate the duty of loyalty, unreasonably reduce the duty of care, or eliminate the obligation of good faith and fair dealing.
Without an operating agreement, the defaults under MCA § 35-8-307 control: in a member-managed company, each member has equal rights in management, and ordinary matters are decided by majority vote; in a manager-managed company, managers hold exclusive authority over business operations. Actions such as amending the operating agreement, admitting new members, approving a merger, and dissolving the company require unanimous consent of all members, absent a contrary agreement. Even a sole-member LLC benefits from having a written operating agreement, as it draws a concrete line between personal and company assets, a boundary that may prove critical if limited liability is ever tested.
How to Get an EIN for an LLC in Montana
A federal Employer Identification Number (EIN) is a nine-digit identifier the IRS assigns for tax reporting and payroll purposes. Any Montana LLC that employs workers, elects corporate tax treatment, or withholds taxes on payments to non-resident aliens must obtain an EIN. A single-member LLC with no employees is not strictly required to have one, though most banks require an EIN to open a business deposit account.
Online: The IRS EIN Online Application generates the number immediately upon completion. The tool is accessible Monday through Friday, 7:00 a.m. to 10:00 p.m. Eastern Time, and requires the applicant to hold a valid Social Security Number or Individual Taxpayer Identification Number. The LLC must have a U.S. or U.S.-territory address.
By Mail or Fax: The applicant fills out IRS Form SS-4 and submits it by fax (approximately four business days for processing) or by mail (approximately four to five weeks). The application must identify the LLC’s responsible party, the individual who owns, controls, or exercises ultimate authority over the entity, and the disposition of its funds. In a single-member LLC, the sole member typically fills this role. There is no charge for an EIN regardless of the method used.
Registering for State Taxes in Montana
Montana does not impose a general sales tax, one of only a handful of states without one, so an LLC selling tangible goods or services within the state has no sales tax permit to obtain. The Montana Department of Revenue confirms that Montana has no general-use sales tax, though Montana businesses selling to customers in other states may need to collect and remit sales tax in those jurisdictions.
Montana does impose a state income tax. LLC income passes through to the members’ individual Montana income tax returns unless the LLC has elected corporate treatment, in which case the entity itself must file a Montana corporate income tax return. There is no entity-level franchise tax or gross receipts tax for LLCs.
Employers with Montana employees must register for a withholding tax account so they can withhold and remit state income tax from wages. Registration is available online through the TransAction Portal (TAP) or by mail using the Montana Department of Revenue Business Registration (Form GenReg), available from the Montana Department of Revenue forms page.
| Tax Type | Agency | Registration Method | Fee |
| Income Tax Withholding | Montana Department of Revenue | TransAction Portal (TAP) or Form GenReg | $0 |
| Corporate Income Tax (if elected) | Montana Department of Revenue | TransAction Portal (TAP) or Form GenReg | $0 |
| Sales Tax | — | Montana does not impose a general sales tax | — |
Registering as an Employer in Montana
An LLC that hires employees in Montana must register with the state’s unemployment insurance and workers’ compensation systems and begin withholding state income tax all before or promptly after the first employee starts work.
Unemployment Insurance: The Montana Department of Labor and Industry’s Unemployment Insurance Division administers UI taxes. New employers register through UI eServices for Employers, the Division’s online portal. All quarterly UI reports must be filed electronically.
Income Tax Withholding: Montana requires employers to withhold state income tax from employee wages. Registration is handled through the TransAction Portal (TAP) maintained by the Department of Revenue or by submitting Form GenReg by mail.
Workers’ Compensation: Under MCA § 39-71-401, the Workers’ Compensation Act applies to “all employers and to all employees” — meaning virtually every employer with at least one non-exempt employee must carry coverage. Montana offers three compensation plans: Plan 1 (self-insurance), Plan 2 (private insurance through an authorized carrier), and Plan 3 (coverage through the Montana State Fund, the state’s competitive insurer). Working members of a member-managed LLC and managers of a manager-managed LLC may be exempt under specific conditions, but their non-owner employees are not.
New Hire Reporting: Employers must report newly hired and rehired employees within 20 days of the hire date. Reports are submitted through the Montana New Hire Reporting Program, operated by the Department of Public Health and Human Services.
| Obligation | Agency | Registration Method |
| Unemployment Insurance | Dept. of Labor & Industry, UI Division | UI eServices |
| Income Tax Withholding | Department of Revenue | TransAction Portal (TAP) or Form GenReg |
| Workers’ Compensation | Dept. of Labor & Industry / Montana State Fund | Montana State Fund or private carrier |
| New Hire Reporting | Dept. of Public Health & Human Services | New Hire Reporting Program |
The LLC must also meet federal employer obligations, including filing IRS Form 941 (quarterly payroll tax return), paying FUTA (Federal Unemployment Tax Act) taxes, and completing Form I-9 (Employment Eligibility Verification) for each new hire.