Corporation Registered-Agent Change and Resignation Requirements in Montana
At a glance
| Governing law, entity, agent, and scope | Montana Business Corporation Act plus Model Registered Agents Act; ordinary domestic private corporation, separate registered office and registered agent, excluding foreign registration and provider contract (§§ 35-14-501 to -504; 35-7-102 to -114) |
|---|---|
| Continuous agent and office; eligibility | Continuously maintain MT office and agent; agent may be listed commercial individual/entity or noncommercial individual/domestic/foreign entity; no internal office-position route (§§ 35-14-501; 35-7-102, -105 to -106) |
| Corporation change authority and internal approval | Corporation changes under Title 35 ch. 7; interest holders or governors need not approve statement, and no separate board/shareholder approval or recital is stated (§§ 35-14-502; 35-7-108(2)) |
| Statement contents, signer, consent, and filing | Agent change states corporation name and post-change agent information, signed on behalf of corporation; appointment affirms agent consent without separate acceptance; current route is online (§§ 35-7-105, -108; SOS) |
| Registered-office and agent-office address rules | Separate MT registered office with street and mailing addresses; noncommercial agent filing needs MT street/rural-route plus different mailing address, if any; no statutory identity/co-location rule (§§ 35-14-501, -1621; 35-7-104 to -106) |
| Agent-initiated, bulk, and commercial-agent changes | Noncommercial agent files per represented entity and promptly notices it; commercial agent files one name/address/type/jurisdiction statement affecting all represented entities, with cancellation risk for unfiled address change (§§ 35-7-109 to -110) |
| Agent resignation, notice, delay, and successor gap | Per-entity statement names entity, agent, and notice recipient; prompt entity notice; effective on replacement or day 31. Whole commercial-listing termination is fixed day 31 (§§ 35-14-503; 35-7-107, -111) |
| Effective time, fee, report, and correction routes | Agent change effective on filing; combined office/agent change has no fee; resignation not separately itemized on public schedule; 24-hour $20, 1-hour $100; $15 correction; annual report reports current office/agent but is not an express change substitute (§§ 35-7-108 to -111; 35-14-124, -1621; SOS) |
| Service, default, dissolution, foreign, and contract boundaries | Fallback mail to corporate secretary, then Secretary of State, each with receipt/return/day-5 perfection; 60-day office/agent or notice lapse, then proposed-dissolution notice and 90-day cure; agent authority survives and provider contracts remain separate (§§ 35-14-504, -1420 to -1421; 35-7-107, -111) |
Requirements one by one
Governing law, corporation, office, and agent
Montana keeps the corporation-specific structure in Mont. Code Ann. §§ 35-14-501 to -504 and uses the common Model Registered Agents Act in Title 35, chapter 7 for the agent filing. Section 35-14-501 requires both a registered office and registered agent; §§ 35-14-502 and -503 send changes and resignation to the chapter 7 procedures.
This page covers an ordinary domestic private business corporation. The same Part 5 provisions also mention registered foreign corporations, but foreign registration, withdrawal, and termination are outside this cell except where § 35-14-504 identifies a service boundary.
Continuous office and eligible agent
Mont. Code Ann. § 35-14-501 requires continuous maintenance of the Montana office and agent. Under § 35-7-102, the agent may be a listed commercial agent or a noncommercial individual, domestic entity, or foreign entity serving in Montana. Mont. Code Ann. § 35-7-105 offers commercial and named-noncommercial choices; it does not create an internal office-or-position designation route.
A commercial agent becomes listed through § 35-7-106 and supplies a Montana place of business where service and other documents can be delivered.
Corporation change authority and approval
Section 35-14-502 authorizes the corporation to change the office or agent in compliance with Title 35, chapter 7. Mont. Code Ann. § 35-7-108 expressly says the domestic entity's interest holders or governors need not approve its statement of change. Neither section requires a separate board or shareholder vote, approval recital, or governing-document certification for this filing.
Statement contents, signature, consent, and filing
For the agent portion, § 35-7-108 requires the corporation's name and the agent information that will be effective after filing, in a statement signed on behalf of the corporation. Section 35-7-105 requires either the commercial agent's name or the noncommercial agent's name and address. Appointment is the corporation's affirmation that the agent consented, so the statute does not add a separate acceptance attachment or agent signature.
The Secretary of State presents the route as an online Statement of Change – Registered Office/Agent/Both. Section 35-14-502 supplies the office-change authority; chapter 7 supplies the agent statement and consent rules.
Registered-office and agent-address rules
The registered office remains a distinct corporate record. Mont. Code Ann. § 35-14-1621 describes it with street and mailing addresses and names the agent at that office. For a named noncommercial agent, § 35-7-104 requires an actual Montana street address or rural-route box plus a different Montana mailing address, if any. A post-office box alone is not the actual address.
The current sections do not state that the registered office and a commercial agent's listed business address must be identical. Section 35-7-106 instead deletes the commercial agent's address from represented entities' agent filings when the commercial listing is indexed.
Agent-initiated and commercial changes
A noncommercial agent whose name or address changes files a § 35-7-109 statement for each represented corporation. It takes effect on filing, and the agent promptly gives the corporation recorded notice.
A commercial agent uses one § 35-7-110 filing for a qualifying name change, address change, entity-type change, or jurisdiction change. The filing updates every represented entity. Name and address changes require prompt recorded notice to each entity; failure to file an address change permits cancellation of the commercial listing, with the same effect as termination.
Resignation, notice, and successor timing
Mont. Code Ann. § 35-14-503 sends a corporation-agent resignation to chapter 7. Under § 35-7-111, the signed statement names the corporation and agent, states the resignation, and identifies the person who will receive notice. The agent promptly gives the corporation recorded notice of the filing date. Resignation ends on the earlier of the 31st day after filing or appointment of a successor.
A commercial agent ending its entire listing uses § 35-7-107. That termination is fixed on day 31 and requires prompt notice to every represented entity; it does not accelerate merely because one corporation appoints a successor.
Effective time, fees, correction, and annual reports
Entity and noncommercial-agent changes take effect on filing under Mont. Code Ann. §§ 35-7-108 to -109; the commercial statement does the same under § 35-7-110. The current Secretary of State schedule lists the combined office/agent/both statement at no fee, with optional 24-hour processing for $20 or one-hour processing for $100. It does not separately itemize the ordinary resignation fee, so confirm the live portal before submission.
Mont. Code Ann. § 35-14-124 permits correction of an inaccurate, defectively signed, or defectively transmitted corporation filing; the schedule lists articles of correction at $15. The correction generally relates back except against a person who relied adversely on the uncorrected filing. Section 35-14-1621 requires current office and agent information in the annual report, but does not expressly make the annual report a substitute for the statement of change.
Service, default, dissolution, and contract boundaries
Mont. Code Ann. § 35-14-504 first authorizes service on the registered agent. If there is no agent or reasonable diligence fails, registered or certified mail goes to the corporate secretary at the principal office. Service is perfected at the earliest of receipt, the signed-return date, or day 5 after a proper mailing. If that route also fails, duplicate copies may be delivered to the Secretary of State, who forwards one to the last recorded address; the same receipt, signed-return, or day-5 measure applies. Other lawful service methods remain available.
Under Mont. Code Ann. § 35-14-1420, 60 days without an office or agent—or 60 days without notice of a change, resignation, or office discontinuance—creates a dissolution ground. Mont. Code Ann. § 35-14-1421 then requires proposed-dissolution notice and a separate 90-day cure. Administrative dissolution leaves the corporation existing only for winding up and does not terminate the agent's authority. Sections 35-7-107 and -111 separately preserve contractual rights when a commercial listing terminates or an agent resigns.
What trips people up
An agent-only update does not erase the office record. Chapter 7's agent statement centers on commercial or noncommercial agent information, while § 35-14-501 independently requires the registered office. Use the current office/agent/both filing when the office address also changes.
Current annual-report information is not an express change safe harbor. Section 35-14-1621 requires current office and agent information, but the dissolution statute separately measures whether the Secretary of State was notified of a change within 60 days.
Common questions
May an agent resign while the corporation is not in good standing? Yes. Mont. Code Ann. § 35-7-111 expressly permits resignation whether or not the represented entity is in good standing.
What duties does a compliant registered agent have under chapter 7? Mont. Code Ann. § 35-7-114 limits them to forwarding served process, notices, or demands to the latest entity-supplied address; giving required notices; and keeping the applicable noncommercial or commercial information current. It states no fixed forwarding deadline.
Statutes and sources
- Mont. Code Ann. §§ 35-14-501 to -504 — continuous office and agent, changes, resignation, and corporation-specific service. Official Part 5 index (accessed August 23, 2026).
- Mont. Code Ann. §§ 35-7-102 and 35-7-104 to -111 — agent types, addresses, consent, commercial listing, entity and agent changes, termination, and resignation. Official § 35-7-108 (accessed August 23, 2026).
- Mont. Code Ann. § 35-7-114 — agent duties. Official section (accessed August 23, 2026).
- Mont. Code Ann. §§ 35-14-124, 35-14-1420 to -1421, and 35-14-1621 — correction, office/agent lapse and cure, dissolution effects, and annual- report information. Official § 35-14-1420 (accessed August 23, 2026).
- Montana Secretary of State Business Services Filing Fees — no-fee office/agent/both change, correction, annual-report, and expedited-processing charges. Official fee schedule (accessed August 23, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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