Montana: Corporation Voluntary Dissolution and Closure Requirements

Requirements one by one

Use the shortcut only on its exact facts

Mont. Code Ann. § 35-14-1401 permits a majority of the incorporators or initial
directors to dissolve if the corporation either has not issued shares or has not
commenced business. The articles must state the chosen fact, that no debt remains
unpaid, that remaining net assets have been distributed if shares were issued,
and that the required majority authorized dissolution.

Apply the dissolution article's vote denominator

Mont. Code Ann. § 35-14-1402 requires the board first to adopt a resolution
authorizing dissolution. The board ordinarily recommends approval, explains a
conflict, special circumstance, or cross-referenced alternative when it makes no
recommendation, and may condition shareholder approval or effectiveness.

Every shareholder receives notice identifying dissolution as a meeting purpose.
Mont. Code Ann. § 35-14-705 and § 35-14-1402 place notice 10 to 60 days before
the meeting.
Each voting group ordinarily must approve by a majority of all votes entitled to
be cast. The articles may lower the vote, but § 35-14-725(3) supplies the floor:
with a majority-of-entitled-votes quorum, votes for must exceed votes against.

Mont. Code Ann. § 35-14-704 makes unanimity the default for written consent. If
the articles authorize the meeting-minimum alternative, sufficient consents must
arrive within 60 days of the earliest signature, and covered nonvoting and
nonconsenting voting shareholders receive notice within 10 days.

File electronically, with no base dissolution fee

Mont. Code Ann. § 35-14-1403 requires the corporation's name, authorization date,
and a statement of proper shareholder approval when shareholders acted. Section
35-14-120 permits signature by the board chair, president, another officer, an
incorporator before directors are selected, or a court-appointed fiduciary, and
requires electronic delivery unless the Secretary authorizes an exception.

The current Secretary of State fee schedule lists no fee for Articles of
Dissolution. The online instructions route the filing through the business portal
and Filing Actions menu. Optional 24-hour processing costs $20 and one-hour
processing costs $100. Under § 35-14-123, the filing takes effect when filed
or at a stated delayed time and date no more than 90 days later.

Treat tax clearance as situation-specific, not universal

MCA § 35-14-1403 does not require a Title 15 tax certificate in every domestic
Articles of Dissolution filing. Current Department of Revenue guidance says the
“voluntary withdrawing or dissolving” selection is generally sufficient without
a Tax Clearance Certificate, but some situations require one and approval of a
marked final return. The request is made through TAP without a certificate fee,
after missing returns and outstanding payments are addressed.

Wind up without treating dissolution as a release

Mont. Code Ann. § 35-14-1405 continues the corporation only for winding up. It
may collect assets, dispose of property, discharge or provide for liabilities,
make liquidating distributions, and complete other liquidation acts. Dissolution
does not transfer title, prevent new proceedings, stop pending proceedings, or
terminate the registered agent.

Mont. Code Ann. § 35-14-1409 separately requires directors to pay or reasonably
provide for claims before shareholder distributions. Chapter 14 and the current
filing menu provide no later terminal filing after Articles of Dissolution.

Use the newspaper-or-website claim option precisely

Mont. Code Ann. § 35-14-1406 permits written notice to known claimants after
dissolution. The notice describes required claim information, supplies a mailing
address, allows at least 120 days for receipt, and warns of the bar. A rejected
claimant has 90 days after rejection becomes effective to sue. Contingent
liabilities and post-dissolution events are outside this known-claim definition.

Mont. Code Ann. § 35-14-1407 offers a distinctive alternative for other claims:
one county-newspaper publication or conspicuous posting on the corporation's
website for at least 30 consecutive days. The notice states a three-year suit
period, and the bar runs from the first publication date for the listed
unnotified, unacted-on, contingent, and later-event claims.

After that notice, § 35-14-1408 permits a district-court application for security
covering contingent, unknown, and reasonably estimated future claims. Court-
ordered security prevents those covered claims from being enforced against a
shareholder who received liquidating assets.

Use the 120-day revocation window precisely

Mont. Code Ann. § 35-14-1404 permits revocation within 120 days after dissolution
becomes effective. Authorization ordinarily mirrors dissolution unless the
original approval reserved board-only revocation. The corporation files Articles
of Revocation with a copy of its Articles of Dissolution; the current fee is
$15. Effect relates back, and business resumes as if dissolution had never
occurred.

What trips people up

The website safe harbor is not a one-day post. Section 35-14-1407 requires at
least 30 consecutive days of conspicuous posting. Its three-year enforcement
period is not a universal expiration date for every claim; it applies to the
claimant categories and procedure the statute names.

Tax language also differs by route. Current Revenue guidance makes a certificate
situation-specific for domestic voluntary dissolution, while Mont. Code Ann.
§ 35-14-1507 expressly requires a Title 15 certificate for a registered foreign
corporation's withdrawal.

Common questions

Does Montana charge for Articles of Dissolution? The current Secretary of
State schedule says no. Optional expedited processing and later revocation have
separate charges.

Does filing transfer corporate property to shareholders? No. Section
35-14-1405 expressly preserves title; assets move through the winding-up and
distribution process.

Is ordinary voluntary dissolution the route for an insolvent creditor
dispute? Not necessarily. Mont. Code Ann. § 35-14-1430 supplies a separate
judicial route for specified unsatisfied-judgment or admitted-debt claims when
the corporation is insolvent.

Statutes and sources

• MCA §§ 35-14-120, -123, -704, -705, and -725 — signer, electronic filing,
  effectiveness, consent, notice, and voting floor. Official current MCA
  (accessed August 22, 2026).
• MCA §§ 35-14-1401 through -1409 — authorization, articles, revocation,
  winding up, and claims. Official current Part 14
  (accessed August 22, 2026).
• MCA §§ 35-14-1430 and -1507 — judicial dissolution and foreign withdrawal.
  Official current MCA
  (accessed August 22, 2026).
• Montana Secretary of State — current dissolution, revocation, withdrawal,
  and expedite fees. Official fee schedule
  (accessed August 22, 2026).
• Montana Secretary of State — current online cancellation, withdrawal, and
  termination workflow. Official instructions
  (accessed August 22, 2026).
• Montana Department of Revenue — current tax-certificate and voluntary-
  dissolution guidance. Official page
  (accessed August 22, 2026).