Montana Foreign Registration · Daily penalty
The daily penalty for an unregistered foreign LLC in Montana
Montana's penalty is $5 a day, capped at $1,000 in any year, for a foreign LLC that operates here lacking a certificate; collection falls to the attorney general. The LLC also cannot start a Montana court proceeding until it registers. MCA 35-8-1002 lists the consequences.
The six consequences in MCA 35-8-1002
| Consequence | What the statute says |
|---|---|
| No proceedings | No court proceeding in Montana by the LLC until it obtains a certificate |
| Successors and assignees | Anyone who takes over the claim is shut out the same way until registration |
| Stay of a case | A court may hold the case until it rules on whether a certificate was required, and until one is obtained |
| Daily penalty | $5 for each day, to a limit of $1,000 a year; the attorney general collects it |
| Validity of acts | Failure to register does not impair the LLC's acts or stop it defending a proceeding |
| State contracts | A government counterparty may void the contract |
That is all six subsections.
The arithmetic of the penalty
At $5 a day the cap is reached after 200 days. After that, more days in the same year add nothing, and the count starts over the next year. So the most an LLC can owe in penalties for any one year of unregistered operation is $1,000.
The court bar matters more
The court bar reaches further than the penalty. A company that cannot bring a proceeding in Montana cannot sue a customer for an unpaid invoice, enforce a lease, or pursue a debtor there. It can still defend a case brought against it. And it is not helpless forever, because registering lifts the bar. A judge may also pause a pending case to decide whether a certificate was required.
Contracts with the state
Montana treats public contracts as a special case. An LLC doing business with the state or any public body under it is transacting business and needs its certificate in place before signing. The Secretary of State notifies the parties, the LLC has 30 days from that notice to register, and nothing existing can be voided in that window. If the LLC never registers, the government may void the contract. For anyone bidding on public work, registration is a matter of securing the contract itself.
Revocation after you register
The Secretary of State can start a process that ends in loss of the certificate. The grounds are a report not delivered within 140 days of its due date, 60 days or longer without a registered agent or office, no report of an agent's change or resignation inside 60 days, and a home-state record showing that the LLC dissolved or merged away. The office delivers a notice, and if the ground is not corrected within 60 days it may sign a certificate of revocation. Authority ceases on the date on that certificate.
What revocation leaves behind
Revocation leaves the Secretary of State to receive claims from the LLC's authorized period; papers go to the principal office in its latest annual report or other communication, or in its application if neither exists. It does not end the registered agent's own authority. A foreign entity has no reinstatement route, so it registers again.
Registering after the fact
An LLC that registers late pays the ordinary $70, and the bar on suing is gone from then on. Whether the penalty for earlier days is still owed is a matter for the attorney general, not for the registration filing, and it depends on your facts. A Montana business attorney can advise you on it, and we file the registration.
Keeping a record of the exposure
An LLC that discovers it should have registered earlier should write down when its Montana activity began, what it did, and the date it registered. That timeline is the record to have on hand if the daily penalty or the court bar comes up, and it is easier to reconstruct while the facts are fresh.
Penalty questions
How much is the Montana penalty?
$5 a day, up to $1,000 a year.
Who collects it?
The attorney general.
Can the LLC still defend a lawsuit?
Yes. Failure to register does not stop it defending a proceeding.
Are the LLC's contracts void?
No, except that a contract with the state or a local government is voidable by the government side.
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
- Montana Code 35-8-1001, authority to transact business required
- MCA 35-8-1011, grounds for revocation
- MCA 35-8-1012, procedure for and effect of revocation
- Montana Secretary of State help center, how to reinstate a business
Need to be authorized in Montana?
Order now and the application is prepared from your answers.