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When incorporating in Montana with LegalZoom, we not only file your articles of incorporation with the Montana Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your Montana corporation.
Montana Incorporation Information
Incorporating in Montana
Registering a Corporate Name:
Choosing a business name is one of the first steps of forming your Montana Corporation. The name that you choose:
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check before filing to see which names are available.
- Must be distinguishable from any other registered Montana business entity and any reserved names on record, subject to certain exceptions under state law
- May not contain language stating or implying that the Montana corporation is a business other than a corporation or is organized for a purpose other than that permitted by state law and its articles of incorporation.
In addition, the name must contain one of (or an abbreviation of) the following words, or words or abbreviations of similar meaning in another language:
Articles of Incorporation:
When incorporating in Montana, articles of incorporation must be filed with the Montana Secretary of State. Montana law requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:
- Minimum Number of Incorporators: One or more.
- Eligibility Requirements: Any natural person or entity may serve as the incorporator.
- Listing Requirements - The name and address of each incorporator must be listed in the articles.
No statement as to the purpose of the corporation is required in the articles.
- Minimum Number of Directors: One or more.
- Eligibility Requirements: None. The articles of incorporation or bylaws may prescribe qualifications for directors.
- Listing Requirements: Directors do not have to be named in the articles.
The number of shares that the corporation is authorized to issue must be stated in the articles.
Other Required Information:
The complete business street address of the corporation's initial registered office, its mailing address if different, and the name of its initial registered agent at that office.
Montana permits optional provisions to be integrated into the articles of incorporation for corporations who wish to formalize additional criteria, such as:
- The corporate purpose(s).
- The names and complete addresses of the initial directors.
- Provisions managing the business and regulating the affairs of the corporation.
- A par value for authorized shares or classes of shares.
- Personal shareholder liability for corporate debts in certain circumstances.
- Regulating the powers of the corporation, its board of directors, and shareholders.
- The limitation or elimination of liability of directors regarding the breach of fiduciary duty to the corporation or the shareholders for monetary damages in certain situations.
The incorporators or board of directors shall adopt initial bylaws for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is consistent with law or the articles of incorporation.
A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.
The bylaws or the board of directors shall delegate to one of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the corporation. The same individual may simultaneously hold more than one office in a corporation.
Every Montana corporation must have a registered agent in Montana -- the person or office designated to receive official state correspondence and notice if the corporation is "served" with a lawsuit.
Eligibility Requirements - The registered agent must maintain a business office that is identical to the registered office, and must be either (1) an individual residing in Montanaor (2) a corporation with authority to transact business in Montana.
Under Montana law, a professional corporation is formed in order to render services within one specific profession, subject to certain state exceptions. Directors and shareholders in a professional corporations generally must be licensed professionals.
Annual Report: An annual report must be filed with the Montana Secretary of State each year between January 1 and April 15, except for the first calendar year of incorporation. This report must indicate:
- The corporation's name and its state of incorporation;
- The mailing address and street address, if different, of its registered office and the name of its registered agent at that office;
- The address of its principal office;
- The names and business addresses of the directors and principal officers;
- A brief description of the nature of the business;
- The total number of authorized shares, itemized by class and series, if any, within each class; and
- The total number of issued and outstanding shares, itemized by class and series, if any, within each class.
The corporation must mail to any shareholder who makes a written request its most recent financial statements. These statements must show in reasonable detail the corporation's assets and liabilities and the results of its operations.
Income Tax Rate:
For information on the Montana state income tax rate, visit: http://www.discoveringmontana.com/revenue/css/default.asp
S corporation status is recognized by the State of Montana.