Montana Foreign Registration · Leaving Montana
Withdrawing a foreign LLC from Montana
A foreign LLC leaves Montana by obtaining a certificate of withdrawal under MCA 35-8-1010. The filing has no state fee, but the application has to say seven things and carry a Department of Revenue certificate that Title 15 taxes are paid. We prepare it for $199. Until the certificate issues, the LLC remains registered and its annual report stays due.
Withdrawal at a glance
| Filing | Application for Certificate of Withdrawal (foreign limited liability company) |
|---|---|
| Law | MCA 35-8-1010 |
| State fee | None |
| Attachment | A Department of Revenue certificate that taxes under Title 15 are paid |
| Statements | Seven, listed below |
| Effect | Withdrawal is not complete until the certificate issues |
| Filed through | The online portal at biz.sosmt.gov |
| Filed with | Montana Secretary of State, Business Services |
The rule
Under MCA 35-8-1010 an authorized foreign LLC cannot withdraw from Montana before it holds a certificate of withdrawal. Simply ceasing operations does not do it. Without the certificate the LLC stays registered, and it keeps its annual report duty.
The seven statements
| No. | The application states |
|---|---|
| 1 | The LLC's name and the place whose law formed it |
| 2 | That it is not transacting business in Montana and surrenders its authority |
| 3 | That the agent's authority is ended and the Secretary of State takes over as the recipient of claims from the authorized period |
| 4 | Where the Secretary of State should forward papers served on the office |
| 5 | An undertaking to report any later change of that address |
| 6 | That Title 15 taxes have been paid, supported by a Department of Revenue certificate attached to the application |
| 7 | Further information the office needs to work out any unpaid fees or taxes |
These come from subsection 2 of the statute.
The tax certificate
The tax statement is the part that takes planning. The application says all taxes imposed on the LLC under Title 15 are paid, and a certificate from the Department of Revenue, stating that the department is satisfied from the available evidence, is attached. The statute adds that the certificate does not relieve the LLC from liability for taxes, penalties or interest owed to Montana. Have the certificate before the application is filed. The application itself carries no state fee.
The service address
The application ends the agent's authority and designates the Secretary of State to receive process on any claim whose cause arose during the authorized period. After the withdrawal is effective, papers handed to the Secretary of State are treated as delivered to the LLC, and the office mails a copy to the address on file. The LLC undertakes to report a change of that address. Choose an address a person reads, since withdrawing does not end claims that already exist.
Before you file
Four checks help. Confirm that the LLC's Montana business has genuinely ended. File any overdue annual reports, since each missing one is $35 to file and the office may assess unpaid fees. Get the Department of Revenue certificate. And choose the mailing address for process.
Why not simply stop filing
Stopping the filings is not withdrawing. The LLC can be put through revocation if its annual report is more than 140 days late, and revocation routes old claims to the Secretary of State. A foreign entity that lapses cannot reinstate. A withdrawal is cleaner: it ends the authority on the date of the certificate. If the LLC returns later, it registers again for $70.
Our part in the withdrawal
You confirm the Montana work is over
And that nothing is still in use there.
You obtain the Department of Revenue certificate
It is attached to the application.
You pick the address for lawsuit papers
It remains on the record.
We write out the statements
Following MCA 35-8-1010.
We submit it through the portal
There is no state fee.
When the LLC is out
The certificate of withdrawal ends the LLC's authority on the date it issues. Once it is in hand, the LLC has no further Montana filings. The Secretary of State keeps the mailing address for process, so keep the person at that address informed. The earlier annual reports stay on the record as filed, and any claims from the period of authority can still be served through the office.
Timing the withdrawal
The timing is the LLC's own: file once Montana work has ended, the tax certificate is in hand, and the annual reports are current. Filing too early, while business continues, would mean making a statement that is not yet true.
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.
Withdrawal questions
What does withdrawal cost in state fees?
Nothing. The fee schedule lists withdrawal as no fee.
Is a tax certificate required?
Yes. The statute has the application carry a Department of Revenue certificate about Title 15 taxes.
Can I reinstate after a lapse instead?
Not as a foreign LLC. Foreign entities must register again.
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.
Sources
- Montana Secretary of State, business filing fees
- Montana Secretary of State, filing fee schedule (PDF)
- Montana Code 35-8-1002, consequences of transacting business without authority
- MCA 35-8-1010, withdrawal of a foreign LLC
- Montana Secretary of State help center, register a business
- Montana Secretary of State help center, file an annual report
- Montana Code 35-8-1003, application for certificate of authority
- Montana Secretary of State help center, how to reinstate a business
- MCA 35-8-1011, grounds for revocation
- MCA 35-8-1012, procedure for and effect of revocation
Need to be authorized in Montana?
Order now and the application is prepared from your answers.