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Articles of Organization LLC Montana

What Are Montana Articles of Organization?

The Articles of Organization in Montana, also known as the Certificate of Formation, are the foundational documents required to legally establish a Limited Liability Company (LLC) in the state. These documents serve as a formal declaration of the LLC's existence and outline essential details about the company, such as its name, management structure, and registered agent. The governing statutes for LLC formation in Montana can be found in the Montana Code Annotated, Title 35, Chapter 8. For more information, visit the Montana Secretary of State's Business Services page.

Are Montana Articles of Organization Required?

Yes, filing the Articles of Organization is mandatory for forming an LLC in Montana. According to Montana Code Annotated § 35-8-201, an LLC is not legally recognized until these documents are filed with the Secretary of State. Failure to file results in the inability to legally conduct business as an LLC in Montana, which can lead to personal liability for the members and other legal consequences.

Information Required in Montana Articles of Organization

Name Requirements

The name of the LLC must include the words "Limited Liability Company" or the abbreviations "LLC" or "L.L.C." as per Montana Code Annotated § 35-8-103. The name must be distinguishable from other registered entities in Montana. Certain words, such as "bank" or "university," may require additional approval. To check name availability, use the Montana Business Name Search tool.

Montana Registered Agent and Registered Office

Every LLC in Montana must designate a registered agent and a registered office. The registered agent can be an individual resident of Montana or a business entity authorized to do business in the state. The registered office must be a physical address in Montana, not a P.O. Box, as specified in Montana Code Annotated § 35-7-105.

Management Structure

The Articles of Organization must specify whether the LLC is member-managed or manager-managed, as outlined in Montana Code Annotated § 35-8-301. The document should include the names and addresses of the initial managers or members, depending on the management structure chosen.

Organizer Information

An organizer is responsible for filing the Articles of Organization. There are no residency requirements for organizers in Montana, and only one organizer is required. The organizer must provide their name and address in the filing.

Purpose Statement

Montana allows for a general purpose statement, meaning the LLC can engage in any lawful business activity. However, if the LLC is involved in licensed professions, additional documentation may be required.

Certificate of Formation Effective Date

The effective date of the Articles of Organization can be immediate upon filing or delayed up to 90 days from the filing date, as per Montana Code Annotated § 35-8-202. During a delayed effective period, the LLC is not considered active.

How to File Montana Articles of Organization

Online

Montana offers an online filing system through the Montana Secretary of State's ePass Montana portal. The system is available 24/7, and filings are typically processed within 1-2 business days. Payment can be made via credit card, and a convenience fee may apply. To file online, follow these steps:

  1. Create an account on the ePass Montana portal.
  2. Complete the Articles of Organization form.
  3. Pay the filing fee.
  4. Submit the form electronically.

Mail

To file by mail, send the completed Articles of Organization form to:

Montana Secretary of State
Business Services
P.O. Box 202801
Helena, MT 59620-2801

For courier or hand-delivery, use the following address:

Montana Secretary of State
Business Services
State Capitol, Room 260
Helena, MT 59601

Include one original and one copy of the form, along with a check payable to "Montana Secretary of State." Processing time is typically 5-7 business days, and the filer will receive a stamped copy of the Articles of Organization.

Montana Articles of Organization Filing Fee

The filing fee for the Montana Articles of Organization is $35. For the official fee schedule, visit the Montana Secretary of State's Fee Schedule. Additional fees may apply for expedited processing or credit card payments. All fees are non-refundable.

What Happens After Filing Montana Articles of Organization?

Once the Articles of Organization are filed and approved, the LLC is legally recognized as a business entity in Montana. The Secretary of State will issue a Certificate of Filing. The LLC must then obtain a Federal Employer Identification Number (EIN) from the IRS. Additionally, the LLC may need to register for state taxes with the Montana Department of Revenue. An operating agreement is recommended, though not required by law. The LLC must also file an annual report with the Secretary of State, as detailed on the Annual Report page.

Common Mistakes When Filing Montana Articles of Organization

  1. Name Availability Issues: Failing to ensure the LLC name is distinguishable from existing entities can lead to rejection. Use the Business Name Search tool to verify availability.
  2. Missing Required Information: Omitting essential details such as the registered agent's address or management structure can result in delays. Ensure all fields are completed.
  3. Incorrect Fees: Submitting the wrong filing fee will cause the application to be returned. Verify the current fee on the Fee Schedule.
  4. Invalid Registered Agent: Designating a registered agent who does not meet Montana's requirements will lead to rejection.
  5. Restricted Terms Without Approval: Using restricted words like "bank" without proper approval can cause issues. Obtain necessary permissions from relevant agencies.
  6. Unsigned Documents: Ensure the Articles of Organization are signed by the organizer before submission.
  7. Wrong Forms for Professional Services: Professional LLCs must use specific forms.
  8. Delayed Effective Date Errors: Misunderstanding the effective date options can affect the LLC's legal status. Review Montana Code Annotated § 35-8-202 for guidance.

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