General Information

Administrative Rule Updates: https://sosmt.gov/ARM/Notices/

Annual Reports

When filing an annual report for a Close Corporation operating without a board of directors the annual report must set forth the name(s) of each shareholder(s) (35-1-1104, MCA).

Assumed Business Names Cannot Consent To Use of the Name

Assumed Business Names cannot legally give consent to another entity for use of an assumed business name (30-13-202, MCA).

Registered Agent

In accordance with 35-7-105, MCA, Appointment of Registered Agent, prior to authorizing a registered agent to act on your behalf, you must have permission from the registered agent.

Business Filing Forms

Business documents on file with the Secretary of State are public records subject to public access and disclosure. To retain a measure of privacy for individuals reflected within your business documents, we recommend the following:

  • Do not provide Tax Identification Numbers/Social Security Numbers or other personal information. This information is not required for filing your organizational documents. Inclusion of an SSN will result in the information being redacted from our records.
  • Reflect the business mailing address for individuals stated within your business document rather than a residence address.
  • Do not provide tax information or other personal documents related to individuals.

2015 Legislation

SB35, Eliminates the requirement of a foreign business proving a certificate of existence from its state of jurisdiction with it charter documents. The foreign entity must have a statement noting they have complied with the organizational laws in the jurisdiction in which they are organized.

SB36, Provides authority for Foreign Limited Partnerships to amend their certificate of authority filed with the Secretary of State’s office.

SB 41, Removes the “date of first use” requirement for Assumed Business Names and Limited Liability Partnerships, clarifies “name contest” requirements and establishes authority for Foreign Series Limited Liability Companies to obtain a Certificate of Authority in Montana.

SB307, Clarifies on the record when a business is tribally owned.

HB63, Revises licensing requirements for Professional Engineers and Professional Land Surveyors that may be filed with the Secretary of State as professional companies.

HB258, Establishes Benefit Corporations as an entity type in Montana.

HB522, Allows for Farm Mutual Insurer mergers and bulk assumption agreements.

HB536, Revises Captive Insurance Laws and allows political subdivisions.

HB537, Revises laws to allow Limited Liability Companies to transact business as a Captive Insurance Company.

Click the button below to see a list of all Business Services filing fees.

Introduction

Identity theft is a serious crime that affects an estimated 9 million Americans every year, according to the Federal Trade Commission. While the personal identities of consumers continue to be the main target of criminals, another type of victim is emerging.

Business identity theft, also known as corporate or commercial identity theft, is on the rise. The crime occurs when a criminal obtains and uses a business’s identity to make unauthorized changes to government documents or establish lines of credit with banks and retailers.

The Montana Secretary of State Business Identity Theft Resource Center provides businesses access to key information and resources that will help them reduce the risk of, detect, and recover from identity theft.

Preventing Business Identity Theft

Awareness is an effective tool against identity theft. Knowing how information is stolen and how to quickly detect identity theft can help you establish an effective prevention plan for your business.

The Montana Secretary of State’s Business Identity Theft: Prevention, Detection and Recovery Tips guide offers suggested practices for keeping your identity secure.

Detecting Business Identity Theft

Even the most cautious business owner can fall victim to business identity theft. Determined criminals are always in search of new ways to steal information and catch a business off-guard. By familiarizing yourself with the warning signs, you may be able to stop an attempt of identity theft before it happens.

Recovering from Business Identity Theft

If you’ve fallen victim to business identity theft, it is important to take action immediately. Report the fraud to your attorney, local law enforcement, federal authorities and credit reporting bureaus.  Remember to keep records of all your correspondence regarding the identity fraud, and to make copies of your original reports.

General Resources

Better Business Bureau: Identity Theft Prevention, Information and Resources
Better Business Bureau “Secure Your ID” Day
Federal Trade Commission Information for Consumers
Federal Trade Commission Information for Businesses
MT Office of Consumer Protection (Dept. of Justice) ID Theft & Security Freeze
Identity Theft Resource Center – Montana
Consumers Union (CU)
Montana Code Annotated

Contact Information

The Montana Office of Consumer Protection works to protect the State’s consumers from fraud. The office is a local resource for reporting criminal acts including scams and business identity or data theft. In some cases, the office may refer victims’ complaints to a private attorney.

Contact: Office of Consumer Protection Montana
Department of Justice
2225 11th Avenue
P.O. Box 200151
Helena, Montana 59620-0151
Phone: (800) 481-6896
OCP Website
Identity Theft & Security Freeze

The Federal Trade Commission (FTC) is the federal clearinghouse for identity theft complaints. Although the FTC does not have the authority to bring criminal cases, it helps victims of identity theft by providing them with information to help resolve the financial problems that result from identity theft. The FTC also may refer victims’ complaints to other appropriate government agencies and private organizations for action.

Contact: Identity Theft Clearinghouse
Federal Trade Commission
600 Pennsylvania Avenue, NW
Washington, DC 20580
Phone: (202) 326-2222
FTC Identity Theft Website

The U.S. Social Security Administration and the Office of the Inspector General can assist you with Social Security fraud. When filing a report, have on hand your address, telephone number, Social Security number, and a complete description of the incident.

Contact: Social Security Administration
Office of Public Inquiries
1100 West High Rise
6401 Security Blvd.
Baltimore, Maryland 21235
Phone: 1-800-772-1213
Find your local social security office
SSA Website Social Security Administration
OIG Website Office of the Inspector General

The U.S. Postal Inspector can assist if an identity thief stole your mail to get new credit cards, bank and credit card statements, pre-screened offers, tax information, or if a thief has falsified change-of-address forms. Contact your local post office for the phone number for the nearest postal inspection service or check the Postal Service website.
Mail Fraud Complaint Form
Identity Theft (via the U.S. Mail) Complaint Form

The Federal Bureau of Investigation (FBI) is one of the federal criminal law enforcement agencies that investigate cases of identity theft. Local field offices are listed in the Blue Pages of a Montana telephone directory. You can also access the FBI’s website.

The Better Business Bureau (BBB) can be contacted if you would like to check the “Reliability Rating” of a company or if you have a problem resolving fraudulent charges. The BBB’s Spokane office services eastern Washington, North Idaho, and Montana.

Contact:  Better Business Bureau
152 S. Jefferson Suite 200
Spokane, WA 99201
Phone: (509) 455-4200
BBB Serving Eastern Washington, North Idaho, Montana
Secure Your ID Day

Credit Reporting Companies
Dun & Bradstreet: 1-800-264-1318
Equifax: 1-800-685-5000
Experian: 1-888-243-6951
TransUnion: 1-800-680-7289

Businesses may be structured in a variety of ways, each with its own advantages and disadvantages. Following is a brief overview of some of the more common business structures and the associated registration forms that must be filed with the Secretary of State’s Office. It may be necessary to obtain additional forms or state and local licenses for your business. The Secretary of State’s Office strongly recommends that you consult with an attorney, accountant, financial adviser, and/or banker to help you determine which structure best suits your needs.

Assumed Business Name

An assumed business name is a “trade name” or “fictitious business name” under which the business or operation is conducted and presented to the public. It is not the legal name of the person(s) who actually owns the business. An assumed business name must be distinguishable on the record from an assumed business name that is already registered or from any corporate name, limited partnership name, limited liability company name, limited liability partnership name, trademark, or service mark registered or reserved with the Secretary of State.

Individuals who choose to own a business under an assumed business name can register the name and declare that they are sole proprietors.  A sole proprietor is a business owned personally by one owner.  An assumed business name can be used by:

  • a sole proprietor,
  • a corporation,
  • a partnership,
  • a limited partnership,
  • a limited liability company,
  • a limited liability partnership, or,
  • an association.

Sole Proprietorship

This type of business is owned by a single individual. A sole proprietor has total control of and responsibility for his or her business, receives all profits, and can make important decisions quickly. The sole proprietor is responsible for all taxes and liabilities of the business. If you plan to start a sole proprietorship and you are not planning to do business under your own name, you must Register an Assumed Business Name with the Secretary of State’s Office. Otherwise, no registration is required. You must obtain any necessary state and local business licenses.

General Partnership

A partnership is an association of two or more people acting as co-owners of a for-profit business. Individuals may create a partnership by oral or written agreement. Under this arrangement, the partners share personal liability for all claims against the partnership, as well as share all profits and losses. Profits are taxed as personal income for each individual partner.

A general partnership may register with the Secretary of State by filing an Application for Registration of Assumed Business Name. The filing fee is $20. A partnership agreement is generally maintained by the partnership itself. However, if you choose, you may file a partnership agreement with the Secretary of State’s Office once the application for registration of assumed business name has been filed and there is a $20 filing fee to record the agreement.

Limited Partnership

A limited partnership is more closely regulated than a general partnership. There must be at least one general partner who manages the business and who is fully and personally responsible for claims against the business. In addition, there are investors who play no part in the management of the business and whose liability for the business is limited to the extent of their investment.

Limited Liability Partnership

A limited liability partnership operates much like a general partnership, except none of the partners can be held personally liable for claims against the business. Partners are not liable for the errors or negligence of the other partners or their employees unless they themselves are supervising, directing, or involved in the action for which a claim has been filed.

Limited Liability Limited Partnership

A limited liability limited partnership is a business entity similar to a limited partnership except that is offers extended protections for liability of the general partners.

Corporation

A corporation is a more complex form of business organization. It exists apart from its owners or shareholders and is a legal entity in its own right. As a separate entity, it has its own rights, privileges, and liabilities apart from the individuals who form it.

A corporation has shareholders who invest money in the business and therefore own it. The shareholders hold an annual meeting at which they elect a board of directors. The board makes policy decisions for the company and selects the corporate officers who manage the company’s daily affairs.

A corporation affords limited liability to its shareholders and can continue on after the death of or transfer of shares by one or more of the owners. A corporation pays taxes on its profits and its shareholders pay taxes on dividends.

There are several types of corporations; some operate for profit and others are not for profit. An attorney can advise you as to which type best suits your needs.
Among these types are:

  • S corporations. S corporations generally do not pay taxes. Profits or losses are passed on to the individual shareholders’ gross incomes for tax purposes. You must apply to the Internal Revenue Service to get S corporation status. The IRS places limits on who can be a shareholder.
  • Statutory Close corporations. This type of structure allows a business to eliminate many of the formalities of a standard corporation. For example, the business can elect to operate without a board of directors. A shareholder of a statutory close corporation may not sell shares in the business without the approval of the other shareholders.
  • Public Benefit corporations. These profit corporations create a material positive impact on society and the environment and meet higher standards of accountability and transparency.
  • Professional corporations. Individuals who are licensed in certain professions may form a professional corporation. This provides them with the benefits of a corporate structure for the business aspects of their practices while preserving the personal and professional relationship between them and the clients they serve. Shareholders may only be people who are licensed to render the specific professional service; at least half of the officers and directors must also be licensed. A professional corporation must file Articles of Incorporation with the Secretary of State and provide a copy of the filed articles of incorporation with each licensing authority having jurisdiction of a type of professional service described in its articles of incorporation.
  • Nonprofit corporations. These are established solely for the benefit of charitable, religious, educational, or scientific purposes. No earnings are distributed to members, trustees, officers, or other individuals, except for compensation for services rendered. A nonprofit corporation is exempt from income tax. You must apply to the IRS to receive nonprofit status.

A nonprofit corporation may take one of three forms:

  • public benefit corporation operates for public or charitable purposes. Members may not sell their interests or receive distributions from the organization.
  • A mutual benefit corporation exists to serve its members. Trade associations, social clubs, and fraternal organizations are examples of this type of nonprofit. Members are given broader voting rights and, while not entitled to receive distributions while the organization is operating, they are entitled to sell their memberships and receive distributions when the organization dissolves.
  • A religious corporation is treated much like a public benefit corporation.

Limited Liability Company

This form of business structure offers both the protections from personal liability of a corporation and the favorable tax treatment of a partnership. It provides for flexibility in the contribution and distribution of assets.

Under this type of structure, annual meetings are not required, but Articles of Organization and annual reports must be filed with the Secretary of State’s Office.

Professional limited liability companies have the same requirements as professional corporations (see above).

As with a general partnership, profits are taxed as personal income for each individual partner.

Series Limited Liability Company

A series limited liability company has the ability to partition its assets and liabilities among a set of separate limited liability companies. Each limited liability company may have different assets, economic structures, members, and managers. The profits, losses, and liabilities of each are legally separate from the others in the series, thereby creating a firewall between each entity. It also offers advantages of a partnership while limiting the liabilities of the members and series members.

Name Reservation

If an entity wishes to reserve a name for registration at a later date, they may file a name reservation. The name is reserved for 120 days from the filing date and cannot be renewed.

A foreign corporation or limited liability company that is not, at this time, transacting business in Montana may file a name registration with this office. The name registration must be renewed each year between October 1 and December 31 or it will expire.

Trademark

A trademark is a word, name, symbol, device, or any combination of those, used by a person to identify and distinguish the GOODS of that person from those manufactured or sold by others and to indicate the source of the goods, even if that source is unknown.

Service Mark

A service mark is a word, name, symbol, or device, or any combination of those, used by a person to identify and distinguish the SERVICES of one person from the services of others and to indicate the source of the services, even if that source is unknown.  A service mark differs from a trademark in that a service mark is used for the advertising of services rather than on the packaging or delivery of goods.  When registering a service mark, use the same form as when registering a trademark.

The Montana Secretary of State’s office accepts all major credit cards including Visa, MasterCard, American Express, and Discover. Debit cards with the Visa or MasterCard logo are also accepted.

If your credit card is valid and your transaction declines, please contact your card-issuing company for more information.

Refunds

Mont. Code Ann. § 2-6-103 (4) states fees must be collected in advance and when collected by the Secretary of State, are not refundable. Therefore, the Montana Secretary of State’s office will only refund your payments under the following circumstances:

  • If you believe you were given incorrect information by us and subsequently fail to meet a timeframe, or
  • If we have made a mistake when processing a document.

If the Montana Secretary of State’s office grants a refund, the following documentation needs to be received by our office for the refund process to be initiated: Refund Request Form

Print Your Receipt

If you filed your documents electronically, you can retrieve your receipt from the email that was generated.

PRIORITY/EXPEDITE FEE EACH TIME

– Effective May 1, 2009 –

In accordance with Administrative Rule of Montana 44.5.121, which was implemented on September 1, 2002, the Montana Secretary of State’s office is required to charge a $20.00 handling fee for all documents each time they are submitted for priority handling and a $100.00 fee for all documents each time they are submitted for expedited handling. Montana Administrative Rules governs all fees charged by this office.

There are two exceptions to this rule. The first exception is for filings that concern a reinstatement of an entity where, in order to complete the transaction, there are multiple types of documents that must be filed to reinstate the entity. The other exception concerns certain applications for Certificate of Authority. Fees will be waived for mandatory filings for an Assumed Business Name when an out-of-state entity’s name is not available in the State of Montana.

If you submit a priority/expedite handling request for Articles of Organization and also request a Certificate of Existence or a certified copy of the document, your request will be assessed two priority/expedite handling fees, as required by Montana Administrative Rules. The first priority/expedite handling will cover the quick turnaround for the Articles of Organization, while the second priority/expedite handling fee will provide the rapid turnaround for the Certificate of Existence or certified copy. Please note that you have the option of requesting portions of your submitted documents be handled on a priority/expedite basis. For example, you may request the Articles of Organization be processed on an expedited/priority basis, while requesting that the Certificate of Existence or certified copies be handled on a regular basis. This type of request would only assess a single expedited/priority handling fee.

A request for an expedited/priority handling will insure your document is processed within a one hour or twenty-four hour period depending on the express service requested. The Secretary of State’s office averages between one to two days to fulfill a request for a Certificate of Existence or a certified copy of a filed document, and between two to five days for processing corporate filing documents such as Articles of Organization.

Should your submitted document be returned for deficiencies you must submit an additional priority/expedite handling fee if you want your resubmitted document handled within the limited timeframe available by express handling service.

Please feel free to contact us at 406.444.3665 if you have questions regarding this notice.

Thank you.

Select the appropriate form based on your business needs. Download the form, complete and mail it with the appropriate filing fee to the following address:

Montana Secretary of State
Business Services/Corporation Unit
PO Box 202801
Helena, MT 59620-2801

   

Contact Information:
(406) 444-3665
Fax: (406) 444-3976

State Agency Approval

Business may not be transacted under a name or title that contains the words “bank,” “banker,” “banking,” “savings bank,” “saving,” “trust company,” or “investment company” unless prior approval (consent) has been obtained from the Montana Department of Administration, Banking and Financial Institutions Division. Business may not be transacted under a name or title that contains the word “insurance company,” “captive insurance company,” “incorporated cell,” or “protected cell” unless prior approval (consent) has been obtained from the Montana State Auditor’s Office, Department of Insurance.

Bonds

Nonprofit Corporation

Montana Secretary of State – Corey Stapleton
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