Corporation Reinstatement and Revival Requirements in Montana

At a glance

Requirements one by one

Confirm that the five-year administrative route applies

Montana's § 35-14-1422 route is limited to a corporation administratively dissolved under § 35-14-1421. The application must arrive within five years after the effective dissolution date.

The administrative grounds in § 35-14-1420 are a 60-day default in state fees, interest, or penalties; an annual report 120 days overdue; 60 days without a registered agent or office; 60 days without notice of an agent or office change, resignation, or discontinuance; or expiration of a duration stated in the articles. The Secretary's proposed-dissolution notice gives 90 days to rectify the stated grounds before the dissolution certificate is issued.

State the required facts and submit every cure document

The application states the corporate name, effective administrative- dissolution date, that each ground did not exist or has been eliminated, and that the name complies with § 35-14-401. It must be submitted with the Revenue certificate, filing fee, and every annual report not yet filed with its related fees and penalties.

If the submission is complete and correct, the Secretary cancels the dissolution certificate, files a certificate of reinstatement, and serves a copy on the corporation.

Obtain the Title 15 tax certificate before filing

Section 35-14-1422 requires a Department of Revenue certificate stating that all Title 15 taxes have been paid. Revenue's current instructions say to request it through the TransAction Portal after filing missing Montana returns and paying outstanding balances. The request is free.

Revenue sends an approved certificate electronically. It expires six months after its date and may be uploaded electronically with the Secretary of State, so do not obtain it too early and then let it lapse before reinstatement.

Recheck the name and registered-agent record

The application must state that the corporate name satisfies § 35-14-401. An administratively dissolved corporation's name remains protected for only 120 days, far less than the five-year reinstatement window. After that period, confirm distinguishability and use a statutory consent, court judgment, or compliant name change if the old name is no longer available.

If the dissolution arose from a missing registered agent or office, or a missing notice of change, resignation, or discontinuance, correct that record as part of eliminating the ground. Dissolution itself does not terminate the existing agent's authority.

Use an authorized corporate signer and electronic filing

The general document rule in § 35-14-120 permits the board chair, president, another officer, or a receiver, trustee, or other court-appointed fiduciary to sign. The signer states a name and capacity. A seal, attestation, acknowledgment, or verification is optional; the reinstatement section states no separate board or shareholder approval recital.

Montana requires electronic transmission to the Secretary of State unless the Secretary authorizes an exception. The current fee schedule lists a $30 profit- corporation reinstatement filing charge plus $35 for each year of delinquent annual reports. It also lists optional $20 24-hour and $100 one-hour processing charges.

Read the reinstatement effect carefully

Before reinstatement, the dissolved corporation continues to exist but may conduct only the business necessary to wind up, liquidate, and notify claimants. Once reinstatement is effective, § 35-14-1422 relates it back to the administrative-dissolution date and lets the corporation resume business as if the dissolution never occurred.

The section states no separate third-party-reliance exception. It also does not promise that reinstatement restores a separate license or resolves a specific contract, lawsuit, tax, limitations, financing, or personal-liability dispute.

What trips people up

• Five years is an outside deadline. The ordinary Secretary-of-State route does not say it remains available afterward.
• The tax certificate is mandatory and time-limited. Request it after clearing returns and balances, then use it within six months.
• Name protection lasts only 120 days. A corporation may still be within the reinstatement window but unable to resume under its old name without a separate cure.
• The $30 figure is not the whole bill. Add $35 for every delinquent-report year and any other report, tax, fee, interest, or penalty balance.
• Electronic filing is the statutory default. A paper exception depends on the Secretary authorizing one.

Common questions

Can a Montana corporation reinstate after five years? Not through the ordinary § 35-14-1422 route. It requires filing within five years after the effective administrative-dissolution date.

Does Montana require tax clearance? Yes. The application must include a Department of Revenue certificate stating that all Title 15 taxes have been paid.

Does the application need notarization? No. Section 35-14-120 makes acknowledgment and verification optional.

Does reinstatement erase the inactive period? For corporate-existence purposes, it relates back and business resumes as if the administrative dissolution never occurred. Separate licenses and fact-specific disputes are outside that promise.

Statutes and sources

• Mont. Code Ann. §§ 35-14-1420 to -1423 — dissolution grounds, notice and cure, five-year application, required tax certificate and reports, effect, and denial appeal. Official Part 14 index (accessed 2026-08-02).
• Mont. Code Ann. § 35-14-120 — signers, signature capacity, optional formalities, and electronic filing. Official text (accessed 2026-08-02).
• Mont. Code Ann. § 35-14-401 — name content, distinguishability, 120-day post-dissolution protection, consent, and judgment routes. Official text (accessed 2026-08-02).
• Montana Secretary of State, Business Services Filing Fees — $30 profit- corporation reinstatement charge, $35 per delinquent-report year, and current expedite tiers. Official fee schedule (accessed 2026-08-02).
• Montana Department of Revenue, Tax Certificates — TAP request, no charge, return-and-payment prerequisites, electronic delivery, upload, and six-month expiration. Official Revenue instructions (accessed 2026-08-02).