LLC Administrative Dissolution and Involuntary Termination in Montana
At a glance
| Law, agency and LLC scope | Mont. Code Ann. §§ 35-8-209, -914; Secretary of State may involuntarily dissolve a domestic LLC by order. |
|---|---|
| Grounds and trigger dates | Agent change or absence uncorrected 60 days; report unfiled 140 days; unpaid required fees; fraud or continued abuse after notice, with court order for those last two (§ 35-8-209). |
| Agency notice | Secretary lists defaults by Sept. 1; notice by letter to LLC care of agent/director/officer or monthly newspaper publication for 3 months; states proposed dissolution and consequences (§ 35-8-914(2)–(4)). |
| Cure or response window | Rectify § 35-8-209 grounds within 90 days after delivery or publication of notice; Secretary may order dissolution after that period (§ 35-8-914(4)–(5)). |
| Action and effective date | After 90 days, Secretary may dissolve by order, compile names of dissolved LLCs, and immediately give them notice (§ 35-8-914(5)). |
| Status, activity and service | Post-order business only to wind up and notify claimants; members/managers hold assets in trust; registered-agent service authority survives (§ 35-8-914(6)–(7)). |
| Special routes and effects | Alternative general notice by monthly publication for 3 months; notice states forfeiture of tax, penalty, or costs; series winding-up events are separately stated (§§ 35-8-914(3)–(4), 35-8-901(4)). |
| Route back and limits | Apply to Secretary within 5 years with required statements, reports, and tax certificate if applicable; reinstatement relates back; denial appeal within 30 days (§§ 35-8-912–913). |
Requirements one by one
Grounds and the agency order
An annual report is due between January 1 and April 15 (§ 35-8-208(3)); the dissolution ground arises if the LLC has failed for 140 days to file it within the required time (§ 35-8-209(1)(b)). Agent-related defaults have their own 60-day periods. Fraud in procuring the certificate of existence and continued abuse of authority require a district-court order establishing the violation before the Secretary may dissolve on those grounds (§ 35-8-209(2)).
Notice and correction
By September 1, the Secretary compiles a list of defaulting LLCs and unpaid filing amounts (§ 35-8-914(2)). The Secretary may deliver a letter addressed to the LLC in care of its registered agent or any director or officer, or publish a general notice monthly for three consecutive months in a Lewis and Clark County newspaper (§ 35-8-914(3)). The notice must identify the proposed dissolution and consequences, and allow 90 days after delivery or publication for rectification (§ 35-8-914(4)). If a default persists, the Secretary may dissolve by order, compile the dissolved-company list, and immediately notify the LLCs (§ 35-8-914(5)).
Activity after dissolution
Members or managers hold company property and assets in trust. The LLC may carry on business only as needed to wind up and liquidate, and to notify claimants; its registered agent retains authority for service of process (§ 35-8-914(6)–(7)).
What trips people up
The 60-day registered-agent and 140-day report periods define when a ground exists (§ 35-8-209(1)); the separate 90-day period runs after the notice under § 35-8-914(4). Publication is an alternative form of the advance notice. The notice must also say the LLC will forfeit any tax, penalty, or costs and the right to carry on business if the ground is not rectified (§ 35-8-914(4)).
Common questions
Can the LLC return after an order? It may apply to the Secretary within five years. The application must include the specified member/manager statements and missing annual reports, plus a Department of Revenue tax certificate unless the single-member exception applies (§ 35-8-912(1)–(2)). Effective reinstatement relates back to the dissolution date (§ 35-8-912(5)).
What if the Secretary denies reinstatement? The Secretary must give reasons; the LLC may appeal to district court within 30 days after delivery of the denial notice (§ 35-8-913(1)–(2)).
Does the company order separately wind up a series? Section 35-8-901(4) states the events for winding up a series of members; the agency order procedure in § 35-8-914 addresses the LLC.
Statutes and sources
- Mont. Code Ann. §§ 35-8-208–209: Annual-report window and grounds for involuntary dissolution. https://mca.legmt.gov/bills/mca/title_0350/chapter_0080/part_0020/section_0090/0350-0080-0020-0090.html (accessed 2026-09-26).
- Mont. Code Ann. § 35-8-914: Default list, notice, cure, order, winding up, and service. https://mca.legmt.gov/bills/mca/title_0350/chapter_0080/part_0090/section_0140/0350-0080-0090-0140.html (accessed 2026-09-26).
- Mont. Code Ann. § 35-8-901: Separate series winding-up events. https://mca.legmt.gov/bills/mca/title_0350/chapter_0080/part_0090/section_0010/0350-0080-0090-0010.html (accessed 2026-09-26).
- Mont. Code Ann. §§ 35-8-912–913: Reinstatement and appeal from denial. https://mca.legmt.gov/bills/mca/title_0350/chapter_0080/part_0090/section_0120/0350-0080-0090-0120.html (accessed 2026-09-26).
Source links
Every statute quoted above, linked, with the date we checked it.
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