Montana foreign LLC registration for out-of-state companies

Under Montana's LLC Act, no foreign LLC may begin business in the state before a certificate of authority has been issued to it. The statute sets eleven activities aside as not counting, among them bank accounts, internal meetings, selling through independent contractors, orders that must be accepted elsewhere, lending, collecting what is owed, and a one-time deal wrapped up in 30 days. The list is open-ended. Two features are Montana's own. Dealing with the state, one of its agencies or a local government is business whatever the list says. And the property clause is specific: land or goods received while collecting a debt stay outside the rule only if they are sold within 5 years, earn no income, or sit unused by the LLC itself. The page on registration triggers sorts situations onto each side.

Foreign filings go through the Secretary of State's online portal at biz.sosmt.gov. The filer logs in, picks Forms from the left-hand menu, selects Foreign forms, fills in the application and pays with a card (credit or debit) or by e-check. After review, the office emails instructions on retrieving the approved documents.

Some states want a good standing certificate from the LLC's home state. Montana asks for a statement inside the application instead: the LLC says it kept to the organizational law of its home state and is still in existence there. The signer is therefore vouching for the home record, and the record should be in order before anyone signs. The Delaware page shows how that works for a Delaware LLC.

Every Montana LLC and corporation files an annual report, including foreign ones. Reports filed from January 1 to April 15 carry no fee, as the Secretary of State has waived it; a later report costs $35. The report is a renewal of registration information and not a tax or earnings report. An LLC that fails to deliver its report within 140 days after it is due can be put through revocation. See the annual report page.

The Montana filing is the same for LLCs from any state, but the home bill is not. Delaware LLCs pay Delaware a yearly tax, and Wyoming LLCs pay Wyoming's annual minimum. The pages for Delaware LLCs in Montana and Wyoming LLCs in Montana set each bill beside Montana's.

A certificate of authority puts the foreign LLC on a footing with a Montana LLC of similar character. It gets the same rights and privileges and carries the same duties, restrictions, penalties and liabilities, except where the part provides otherwise. The state does not gain the right to regulate the LLC's organization or internal affairs, which stay under home law. And the authority is always subject to the state's right to revoke it.

A certificate of authority is Montana's permission for a foreign LLC to transact business. A registered agent receives lawsuit papers for the LLC. Montana recognizes commercial agents, which are listed with the Secretary of State, and noncommercial agents, which are not. An assumed business name is a trade name filed with the Secretary of State, used here to rescue a name that fails the naming rule. A series is a separately named group within a series LLC. A Title 15 certificate is the Department of Revenue's confirmation, needed on withdrawal, that state taxes are paid. And the annual report is the yearly renewal of registration information.