Montana Foreign Registration · Registration triggers
Does an out-of-state LLC have to register in Montana?
Registering in Montana costs $70, and skipping it when it is required costs $5 a day up to $1,000 a year. Whether an outside LLC must register depends on whether it is transacting business there, and the statute sets eleven activities aside as not counting. A contract with the state or a local government always counts.
The eleven carve-outs
| Activity | In short |
|---|---|
| Proceedings | Maintaining, defending or settling a lawsuit or other proceeding |
| Internal affairs | Members' or managers' meetings and other housekeeping |
| Bank accounts | Holding accounts in Montana |
| Own securities | Handling transfers of its own securities, directly or through trustees or depositaries |
| Independent contractors | Using independent contractors to make sales |
| Orders needing outside acceptance | Orders sought by mail, staff or agents that become contracts only when accepted outside Montana |
| Debt and security | Borrowing or lending against collateral, and creating mortgages and security interests |
| Collection | Securing or collecting debts, and enforcing security interests |
| Foreclosed property | Property received through collection that is sold within 5 years, earns nothing, or is not used in the LLC's own functions |
| Isolated deals | One deal completed in 30 days, apart from any pattern of similar deals |
| Commerce across state lines | Business conducted in interstate commerce |
The words among others mean the list marks a minimum, not the outer edge.
The state contract rule
The statute's one positive rule concerns public contracts. An LLC that signs with the state, an agency of it or a local government is transacting business and has to apply for and receive a certificate before it enters the contract. The Secretary of State notifies the contracting parties, and the LLC gets 30 days from that notice to obtain the certificate; until then an existing contract cannot be voided. Goods or services prepared out of state for delivery or use in Montana are outside the rule. Skipping the certificate carries a cost, because the government side may void the contract.
Interstate commerce and independent contractors
Two items on the Montana list are broader than they look. Selling through independent contractors is excluded, so an LLC that reaches Montana customers only through independent sales representatives is outside the statute on that point. And transacting business in interstate commerce is excluded on its face. How far those two protect a particular company depends on the facts, and the protection stops where another activity begins.
Scenarios
These are illustrations, not conclusions.
- An Idaho LLC that ships goods to Montana customers by carrier. Interstate commerce and orders accepted outside Montana are both on the list, so shipping alone does not require a certificate.
- A Washington LLC with a branch office in Missoula. A staffed office is not on the list, so registration is the safe course.
- A Colorado LLC that wins a contract with a Montana county. The state contract rule applies, with its 30-day window.
- A Utah LLC that lends money to a Billings business and takes a mortgage. Lending and securing debts are on the list.
- A Nevada LLC that repossesses a truck and sells it within a year. Property taken in collection is excluded if it is disposed of within 5 years.
- A Texas LLC whose managers hold a meeting at a Bozeman hotel. Internal meetings are excluded.
- An Oregon LLC that sends an employee to live in Montana. Whether that counts depends on your facts; a Montana business attorney can advise you. We enter whatever you decide and file.
What the daily penalty means for a close call
If the answer is yes and the LLC has done nothing, the cost is $5 for each day, to a ceiling of $1,000 a year, which the attorney general collects. The court bar reaches further than the penalty: the LLC cannot start a Montana proceeding until it registers. Its contracts and acts survive, and it can defend a claim. For a close call, registering costs $70 and ends the exposure. The daily penalty page gives the full picture.
If you decide you do not need to register
Write the decision down. Note the Montana activities, compare them with the list, and record why you concluded they fall outside. Revisit it when the activities change, and especially before bidding on public work. If the answer changes, our fee is $199 to prepare the filing.
Property taken in collection
Collateral taken back is the one carve-out with a clock. The LLC stays inside the exclusion while it sells the property within 5 years, earns nothing from it, or leaves it unused in its own functions. A lender that keeps using the collateral falls outside that protection.
Public work and the 30-day window
The state contract rule gives a company a short window to register after the Secretary of State sends the notice. That is helpful, but it is not a reason to wait: the LLC cannot lawfully enter the contract before it has a certificate, and the window protects an existing contract from being voided, not a company from the penalty. Bidders on public work should register first.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Questions about needing to register
Does a Montana bank account require registration?
No. Montana lists bank accounts among its carve-outs.
Does a contract with a state agency require it?
Yes, and the LLC has 30 days from the notice to obtain the certificate.
Does selling through independent contractors count?
Not by itself. The statute excludes it.
Does one job count?
Not when the job wraps up inside 30 days and stands apart from any pattern of similar jobs.
Our fee and Montana's
Get authority in Montana
+ $70 Montana fee
- The Montana certificate of authority application, written from your replies
- A compliance statement about your home-state law, ready to sign
- A registered agent in Montana, whether ours or one you pick
- Montana's issued certificate, forwarded to you
- Renewal: after the first year, the agent service renews at $149 a year
$199
Montana
Get Montana authorityMontana charges $70, and $50 more for each series named in a series LLC. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Need to be authorized in Montana?
Order now and the application is prepared from your answers.