How to Dissolve a Business in Montana | Essential Steps

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Dissolve Montana LLC

Deciding to dissolve a Limited Liability Company can be difficult for business owners. Still, it is sometimes necessary due to changes in the business landscape, financial challenges, or personal reasons. Dissolving a business requires specific steps and regulations to complete the process correctly and legally. This comprehensive guide will teach you how to dissolve a business in Montana.

Webinarcare Editorial Team will help you easily dissolve your business. You must be guided by all the factors gathered in this article.

If you are starting an LLC in Montana, having an operating agreement is one of the key requirements in dissolving a business. Before starting the legal paperwork, there are a few things to remember. Initially, confirm that all LLC members agree with closing the business. Once everyone is ready, voting should be used to document everyone’s assent. They must vote in favor of the dissolution before the legal procedure may begin. The procedures for the dissolution are listed below.

How to Dissolve a Business in Montana

Dissolving a business in Montana requires following specific steps to ensure a smooth and legally compliant process. The process usually includes the following steps:

Step 1: Make the Decision

Before dissolving your business, ensure this decision is right for your Montana business. Consider discussing the decision with your business partners, members, or legal counsel to weigh the pros and cons and determine if dissolving the business is best.

Step 2: Hold a Formal Vote

Once you’ve decided to dissolve your Montana business, you’ll need to hold a formal vote among the members to approve the dissolution. This step is important because it ensures that all members know and agree to the decision to dissolve the business.

To hold a formal vote:

  • Review your Montana Operating Agreement to determine the required voting procedures, such as the percentage of affirmative votes needed for approval.
  • Notify all Montana members of the upcoming vote and give them sufficient time to review the matter and make an informed decision.
  • Conduct the vote according to the procedures outlined in your operating agreement.
  • Record the vote results in your business meeting minutes or a written resolution.

If most members approve the dissolution, you can proceed with the dissolution process.

Get a Professional Service

It’s important to get legal assistance when dissolving an LLC. With that, you must have a Registered Agent. Ensure that the Registered Agent you choose is qualified and legal since they will file the Article of Dissolution for your LLC. We reviewed the Best Registered Agent Services in Montana for you to check out.

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Step 3: Settle the Outstanding Debts and Liabilities

You must settle all outstanding debts and liabilities before dissolving your Montana business. This includes paying off loans, settling pending lawsuits, paying owed taxes, and fulfilling any remaining contractual obligations. You can inform your Montana Business Attorney to ensure it is settled.

To settle your Montana business’ debts and liabilities:

  • Review your business’ financial records to identify all outstanding debts and liabilities.
  • Contact creditors, lenders, and other parties to whom your business owes money or obligations, and arrange for payment or settlement.
  • If your business does not have sufficient funds or assets to cover all outstanding debts and liabilities, consult with legal counsel to determine the best course of action for settling these obligations.

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Step 4: Distribute the Remaining Assets to Members

Once all debts and liabilities have been settled, you can distribute any remaining assets to the business members. Your operating agreement should do this or, if no such agreement exists, in proportion to each member’s ownership interest in the business.

To distribute assets:

  • Determine the fair market value of the remaining assets, such as real estate, equipment, or inventory. 
  • Calculate each member’s ownership interest in the business based on the operating agreement or their initial capital contribution.
  • Distribute the assets to each member according to their ownership interest.
  • Keep detailed records of all asset distributions for tax and legal purposes.

Step 5: File the Articles of Dissolution

After settling debts and distributing assets, you’ll need to file the Articles of Dissolution with the Montana Secretary of State to dissolve your Montana business officially. This document provides the state with notice that your business is ceasing operations and will no longer conduct business.

To file the Articles of Dissolution:

  1. Obtain the appropriate form from the Montana Secretary of State‘s website. Visit the Montana Secretary of State’s website and navigate to the Business Services section to find the necessary documents.
  2. Fill out the Articles of Dissolution Form with the required information, including your Montana business name, the date of dissolution, and any other necessary details.
  3. Pay the filing fee of $15 in the Montana Secretary of State’s office.
  4. Submit the completed form and payment to the Montana Secretary of State’s office, either by mail or online, depending on your Montana’s filing options.

Once your Articles of Dissolution have been processed and approved, your Montana business will officially be dissolved.

Mail to: 
Montana Secretary of State
State Capitol, Room 260 ~ PO Box 202801 Helena, Montana 59620-2801

Filling Fee:

Step 6: Notify the IRS and Government Agencies

After dissolving your business with the Montana Secretary of State, you’ll need to notify the Internal Revenue Service (IRS) and other Montana government agencies of the dissolution. This is important to ensure your business complies with tax laws and other regulations.

To notify the IRS of the dissolution:

  1. File your final federal tax return using Form 1065 and check the box indicating that it is the final return for your business.
  2. Cancel your Employer Identification Number (EIN) in Montana by mailing a letter to the IRS at the address where you filed your tax return. Include your EIN, business name, and reason for cancellation in the letter.
  3. Update your Montana business status with any other relevant government agencies, such as the Montana Department of Revenue, Department of Labor, and local licensing and permitting offices.

Step 7: Cancel Licenses, Permits, and Insurance Policies

To fully dissolve your Montana business, you’ll need to cancel any business licenses, permits, and insurance policies associated with your business. This may include Montana Business Licenses, professional licenses, sales tax permits, and any other permits required for your industry.

You must contact the issuing agency to cancel your licenses and permits and follow their specific cancellation procedures. You should also contact your insurance provider to cancel any remaining business insurance policies. With the cancellation of the mentioned licenses, permits, and Business Insurances in Montana, you also need to remove a Registered Agent since he won’t be able to continue filing documents for your business unless you are the Registered Agent of your business. 

Step 8: Maintain Records of the Dissolution Process

For legal and tax purposes, it’s important to maintain detailed records of the steps taken to dissolve your Montana business. This includes documentation of the formal vote to dissolve the business, debt settlements, asset distribution records, and copies of filed state and federal tax returns.

Keep these records for at least seven years, as they may be needed in the event of an IRS audit or other legal issues arising from the dissolution.

Cost of Dissolving an LLC in Montana

The cost of dissolving an LLC in Montana can vary based upon various factors. The Montana Articles of the Dissolution filing fee cost $15. Other costs include any outstanding taxes or debts the business owes and potential costs for settling business contracts or selling business assets.

It’s also important to factor in professional fees, such as if you hire an attorney or accountant to assist with the dissolution process. After the LLC is dissolved, the remaining company assets are divided among the members. The exact breakdown of these costs can often be complex and will depend on the specific circumstances of the LLC, so consulting with a legal or financial advisor can be helpful.

Reasons Why an LLC in Montana Dissolves

There are numerous reasons why an LLC in Montana dissolves, and these reasons could impact other LLCs. It is best to understand the why’s and how to deal with it rather than knowing that your LLC may dissolve sooner or later. Here is the list of possible reasons why an LLC dissolves.

  1. Expired Duration: In Montana, an LLC will automatically dissolve if it reaches the end of its defined duration stated in the Articles of Organization.
  2. Member Vote: An LLC may dissolve in Montana if the members vote for dissolution. Usually, the LLC Operating Agreement outlines the percentage of member votes required to dissolve the LLC.
  3. Judicial Dissolution: A court in Montana may order the dissolution of an LLC if it is in the best interests of the members, especially in cases of fraud, illegal activities, or oppressive behavior.
  4. Bankruptcy: If the LLC becomes insolvent and cannot pay its debts, it may be forced into bankruptcy. This usually leads to the dissolution of the LLC.
  5. Non-compliance: If the LLC does not comply with state laws or fails to meet legal requirements, such as filing annual reports or paying taxes, the state may forcibly dissolve the LLC.
  6. Merger or Consolidation: If the LLC in Montana merges or consolidates with another company and the LLC is not the surviving entity, it will be dissolved.
  7. Death or Withdrawal of a Member: Unless specified otherwise in the Operating Agreement, the death, withdrawal, bankruptcy, or incompetence of a member may cause the LLC to dissolve.

Please note that the process for dissolution typically includes settling all business debts, distributing any remaining assets among the members, and filing a formal notice of dissolution with the Montana Secretary of State.

After the Montana LLC Dissolution

Once your Montana business has been dissolved, it typically cannot be reinstated or “taken back” after a few years. Instead, you would need to form a new LLC in Montana if you wish to operate a business under a limited liability company structure again.

To create a new Montana LLC, you would need to follow the standard formation process, which generally includes the following:

  • Choosing a Unique Business Name: Ensure that another business does not already use the name you choose in Montana and complies with state-specific naming requirements.
  • Appointing a Registered Agent: Designate a Registered Agent who will be responsible for receiving legal correspondence on behalf of your LLC.
  • Filing Articles of Organization: Submit the Articles of Organization with the Montana Secretary of State’s office, along with the required filing fee.
  • Creating an Operating Agreement: Draft an agreement outlining the rules and regulations governing your new LLC, including member roles, ownership percentages, and management structure.
  • Obtaining Necessary Licenses and Permits: Apply for any required business licenses, permits, and tax registrations with the appropriate state and local authorities.
  • Registering with the Internal Revenue Service (IRS): Obtain an Employer Identification Number (EIN) from the IRS, which will be necessary for tax purposes and other business activities.

Availability of the Business Name

When a business is in Montana was dissolved, the business name becomes available for other business owners to use after a certain period. However, the specific rules and regulations regarding the availability of a dissolved business name can vary. Keep in mind that even if the name becomes available, other factors, such as trademarks or potential confusion with existing businesses, may still impact the ability of another business owner to use the name.


How do I dissolve my Montana LLC business?
You must file Articles of Dissolution with the Montana Secretary of State.
What is the fee to dissolve a Montana LLC?
It costs $15 to file the Articles of Dissolution with the Montana Secretary of State.
Are there any requirements or steps to take before filing Articles of Dissolution for a Montana LLC?
You must first cancel any permits, licenses, or registrations with the Montana Department of Revenue and the Montana Secretary of State’s office.
Can I dissolve my Montana LLC if it still has outstanding debts?
Yes, but you must first pay off all the debts and liabilities of your Montana LLC.
What happens to my Montana LLC’s assets after dissolution?
Your Montana LLC’s assets will be distributed based on the provisions of your operating agreement or applicable state law.
How long does it take for the Montana Secretary of State to process my Articles of Dissolution?
Typically, the Montana Secretary of State processes the Articles of Dissolution within 7-10 business days.
After submitting my Articles of Dissolution, can I continue operating my Montana LLC until it is officially dissolved?
Yes, but you must still fulfill all of your obligations and duties as a member or manager of the LLC until the dissolution is complete.
Can anyone else file Articles of Dissolution for my Montana LLC on my behalf?
Only a member or authorized signer of your LLC can file the Articles of Dissolution with the Montana Secretary of State.
Do I need to dissolve my Montana LLC if it has no assets or revenue?
If your LLC remains inactive, you may want to voluntarily dissolve it to avoid statutory fees and obligations.
What happens if I do not dissolve my Montana LLC and just stop doing business?
Your Montana LLC will remain in existence and continue to accrue penalties and annual reporting fees until it is officially dissolved.
Can I dissolve my Montana LLC online?
Yes, you can file your Articles of Dissolution online through Montana’s Business Services Office.
What is the difference between filing Articles of Dissolution and simply withdrawing my Montana LLC’s registration?
Withdrawing your Montana LLC’s registration means that you are no longer authorized to do business in Montana, but the LLC would technically still exist. Filing Articles of Dissolution formally legally terminates the existence of your LLC.
Can I revive my Montana LLC after it has been dissolved?
Yes, you can file Articles of Revival with the Montana Secretary of State to bring your LLC back into existence.
What is the deadline for filing Articles of Dissolution for a Montana LLC that has ceased operation?
There is no deadline to file Articles of Dissolution for a Montana LLC, but if you do not do so, the state may administratively dissolve the LLC.
Do I need to notify my Montana LLC’s creditors, employees, or customers of the dissolution?
Yes, you must notify your LLC’s creditors and provide them with an opportunity to submit claims before assets are distributed. However, you are not required to notify employees or customers.
What happens if my Montana LLC is involuntarily dissolved?
Your LLC will go through a winding up process where a court-appointed trustee will manage its affairs and distribute the assets to creditors and members.
What happens if my Montana LLC is administratively dissolved?
You must file an Application for Reinstatement with the Montana Secretary of State to revive your LLC and bring it back into good standing.
Do I need to file a final tax return for my Montana LLC after it is dissolved?
Yes, you must finalize and file your Montana LLC’s state tax return and any outstanding federal tax returns.
Can I sell my Montana LLC instead of dissolving it?
Yes, you can sell your Montana LLC to a buyer who will then become responsible for managing and operating the LLC.
What happens to my Montana LLC’s trade name after dissolution?
Your Montana LLC’s trade name will no longer belong to the LLC and will become available for others to use after dissolution.
Can I open a new Montana LLC after dissolving one?
Yes, there are no restrictions on opening a new Montana LLC after dissolving another LLC.
Do I need to obtain a new EIN after I dissolve my Montana LLC?
No, you can use the same EIN for a new LLC if you start a new business after dissolving your Montana LLC.
Will my certificate of authority as a foreign Montana LLC also be revoked if I file Articles of Dissolution?
Yes, your authority to do business in Montana as a foreign LLC will also be revoked upon the filing of Articles of Dissolution.
Can I continue to use my Montana LLC’s bank account after dissolution?
No, you must close all bank accounts associated with the Montana LLC after it is dissolved and distribute funds properly.
Does my Montana LLC need to be in good standing to dissolve it?
No, you can dissolve your LLC even if it is not in good standing, but it may first need to be reinstated or go through a different dissolution process.
Will I receive a confirmation or certificate of dissolution for a Montana LLC?
Yes, the Montana Secretary of State will issue a certificate of dissolution upon approving the Articles of Dissolution.
Can I dissolve my Montana LLC with a pending lawsuit or legal claim?
Yes, but the LLC will remain liable for any current legal obligations and potential judgments until they are resolved.
How do I dissolve my Montana LLC?
File Articles of Dissolution with the Montana Secretary of State.
What is the cost to dissolve a Montana LLC?
The filing fee for Articles of Dissolution is $15.
When should I dissolve my Montana LLC?
You should dissolve your Montana LLC if you are no longer conducting business or if the LLC has reached the end of its lifespan.
What happens if I don’t dissolve my Montana LLC?
You will be liable for annual filing fees and taxes, even if the LLC is not conducting business.
How long does it take to dissolve a Montana LLC?
The processing time for Articles of Dissolution is typically 5-7 business days.
Do I need to notify my creditors before dissolving my Montana LLC?
It is recommended that you notify your creditors, as well as anyone with an interest in the LLC, before dissolving it.
Will I need to file a final Montana tax return if I dissolve my LLC?
Yes, you will need to file a final Montana tax return for your dissolved LLC.
How do I make sure my Montana LLC is dissolved properly?
Make sure to follow all necessary steps and requirements, including filing Articles of Dissolution and paying any outstanding fees or taxes.
Can I dissolve my Montana LLC without filing Articles of Dissolution?
No, Articles of Dissolution must be filed with the Montana Secretary of State to properly dissolve an LLC.
What happens to the assets of a Montana LLC when it is dissolved?
The assets of a dissolved Montana LLC will be distributed to its members, according to their ownership interests.
Is a dissolved Montana LLC still subject to lawsuits?
Yes, a dissolved Montana LLC can still be sued for any legal claims relating to its previous business activities until it is properly dissolved.
Will my Montana LLC dissolve automatically if I don’t renew my annual report?
No, you must properly file Articles of Dissolution to dissolve your Montana LLC.
Can I dissolve my Montana LLC if it has outstanding debts?
Yes, but you will still be responsible for paying off those debts.
Can I dissolve my Montana LLC if it has pending legal or tax issues?
It is recommended to resolve any pending legal or tax issues before dissolving your Montana LLC.
Do I need to notify the IRS if I dissolve my Montana LLC?
Yes, you must file a final tax return for your Montana LLC with the IRS.
Will my Montana LLC be audited after it is dissolved?
Yes, your Montana LLC can still be audited by the Montana Department of Revenue after it is dissolved.
Can I dissolve my Montana LLC if I have unpaid taxes?
Yes, but you will still be liable for paying any outstanding taxes.
What is the effective date of the dissolution for a Montana LLC?
The effective date is the date when the Montana Secretary of State receives the properly completed Articles of Dissolution.
Is there a penalty for dissolving my Montana LLC before the end of its lifespan?
No, there is no penalty for dissolving a Montana LLC before the end of its lifespan.
Can I revoke my dissolution of a Montana LLC?
No, once the Montana Secretary of State has accepted the Articles of Dissolution, it cannot be revoked.
How do I properly dispose of Montana LLC documents after dissolving it?
It is recommended to check with state and local regulations and shred any sensitive documents.
Will I receive confirmation of the dissolution of my Montana LLC?
Yes, you will receive a certificate of dissolution from the Montana Secretary of State.
What is a certificate of dissolution for a Montana LLC?
It is a document issued by the Montana Secretary of State that confirms the dissolution of an LLC.
Will I need to cancel my Montana LLC’s business licenses and permits?
Yes, it is recommended to cancel any business licenses and permits held by your Montana LLC.
Can I dissolve a Montana LLC if it has negative equity?
Yes, provided all outstanding debts and taxes are paid.

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Dissolving Montana business can be complex and time-consuming, but following the steps outlined in this guide will help ensure a smooth and successful dissolution. By conducting a formal vote, settling debts and liabilities, distributing assets, filing the Articles of Dissolution, notifying government agencies, and canceling business licenses and permits, you can legally dissolve your Montana business and move forward with the next chapter of your professional life.

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