Nonprofit Corporation Administrative Dissolution and Reinstatement in Montana

At a glance

Requirements one by one

Grounds and notice

Section 35-6-101(1) makes Chapter 6 applicable to nonprofit corporations organized under Chapter 2. Section 35-6-102(1) lists an overdue annual report or fee, a registered-agent vacancy or unreported change lasting 60 days, and fraud or excess or abuse of corporate authority. The latter two grounds need a district-court order establishing the fact under subsection (2). Section 35-2-904(3) places later annual reports in the January 1–April 15 filing window.

Under § 35-6-104(1)–(4), the Secretary compiles a default list by September 1, then gives notice by letter to the agent, a director, or an officer, or by general newspaper notice once monthly for three consecutive months. The notice allows 90 days after delivery or publication to rectify the grounds. After that period, the Secretary may dissolve by order and give the dissolved corporation notice.

Effect of dissolution

Section 35-6-103 says dissolution forfeits the right to transact business. Section 35-6-104(5) puts dissolved corporate assets in the directors' trust custody. Under § 35-2-725, corporate existence continues for winding up and liquidation, pending suits are not abated, and the registered agent's authority survives.

Reinstatement

Section 35-6-201 requires a former officer or director to sign an application stating the name, that assets have not been liquidated under the claims provisions, and that a majority of directors authorized the request. It must include a department-of-revenue certificate for Title 15 taxes, the filing fee, and all missing annual reports. The Secretary cannot order reinstatement after five years from dissolution.

If the old name was legally acquired, § 35-6-203 requires a new distinguishable name. On acceptance, the Secretary files the documents and issues a reinstatement certificate (§ 35-6-201(4)). Under § 35-6-202, the restored rights relate back to dissolution, and the entity is considered to have existed since its original incorporation.

What trips people up

The 60-day agent-default threshold in § 35-6-102 is separate from the 90-day notice and cure period in § 35-6-104. For fraud or abuse-of-authority grounds, § 35-6-102(2) requires a district-court finding before the Secretary dissolves the corporation.

Common questions

Can the dissolved nonprofit continue regular operations?

Section 35-6-103 forfeits its right to transact business, while § 35-2-725 permits activity appropriate to wind up and liquidate.

Does reinstatement restore the old name if another corporation acquired it?

No. Section 35-6-203 requires the applicant to submit a different, sufficiently distinctive name.

What happens to property after involuntary dissolution?

Section 35-6-104(5) requires the directors to hold the property and assets in trust; the statute points to the Chapter 2 liquidation procedure if needed.

Statutes and sources

Mont. Code Ann. § 35-6-101

35-6-101. Applicability to corporations presently in default. (1) The secretary of state may initiate procedures consistent with this chapter to dissolve nonprofit corporations organized under Title 35, chapters 2 and 3. (2) Administrative dissolution of corporations organized under Title 35, chapters 4 and 9 or chapter 14, is governed by 35-14-1420 through 35-14-1423. (3) As used in 35-6-103 and 35-6-104, "defaulting corporation" does not include a corporation organized under Title 35, chapters 4 and 9 or chapter 14.

Source: https://mca.legmt.gov/bills/mca/title_0350/chapter_0060/part_0010/section_0010/0350-0060-0010-0010.html (accessed 2026-09-29).

Mont. Code Ann. § 35-6-102

35-6-102. Involuntary dissolution, grounds. (1) Any domestic corporation organized under Title 35, chapters 2 and 3, may be dissolved involuntarily by order of the secretary of state when: (a) the corporation has failed to file its annual report within the time required by law or failed to remit any fees required by law; (b) the corporation procured its certificate of incorporation through fraud; (c) the corporation has exceeded or abused the authority conferred upon it by law and the excesses or abuses have continued after a written notice specifying the manner in which the corporation has exceeded or abused the authority has been received by the registered agent of the corporation from the secretary of state; (d) the corporation has failed for 60 days to appoint and maintain a registered agent in this state; or (e) the corporation has failed for 60 days after change of its registered agent to file in the office of the secretary of state a statement of the change. (2) If dissolution is sought under subsection (1)(b) or (1)(c), the secretary of state may dissolve the corporation only when that fact is established by an order of the district court. In addition to other persons authorized by law, the secretary of state or the attorney general may maintain an action in the district court to implement the provisions of this section.

Source: https://mca.legmt.gov/bills/mca/title_0350/chapter_0060/part_0010/section_0020/0350-0060-0010-0020.html (accessed 2026-09-29).

Mont. Code Ann. § 35-6-103

35-6-103. Defaulting corporations, penalties and forfeitures. A corporation which is guilty of any of the actions or omissions described in 35-6-102(1) is in default. The defaulting corporation may, by reason of such default, be dissolved involuntarily by an order of the secretary of state in accordance with the provisions of this chapter and thereby forfeit its right to transact any business within the state.

Source: https://mca.legmt.gov/bills/mca/title_0350/chapter_0060/part_0010/section_0030/0350-0060-0010-0030.html (accessed 2026-09-29).

Mont. Code Ann. § 35-6-104

35-6-104. Involuntary dissolution, procedure. (1) On or before September 1 of each year, the secretary of state shall compile a list of defaulting corporations, together with the amount of any filing fee, penalty, or costs remaining unpaid. (2) The secretary of state shall give notice to the defaulting corporations by: (a) delivering a letter addressed to the corporation in care of its registered agent or any director or officer; or (b) publication of a general notice to all Montana corporations once a month for 3 consecutive months in a newspaper of general circulation in Lewis and Clark County. (3) The notice referred to in subsection (2) shall specify the fact of the proposed dissolution and state that unless the grounds for dissolution described in 35-6-102 have been rectified within 90 days following the delivery or publication of notice: (a) the secretary of state will dissolve defaulting corporations; (b) defaulting corporations will forfeit the amount of any tax, penalty, or costs to the state of Montana; and (c) defaulting corporations will forfeit their rights to carry on business within the state. (4) After 90 days following delivery or publication of each notice, the secretary of state may, by order, dissolve all corporations which have not satisfied the requirements of applicable law and compile a full and complete list containing the names of all corporations that have been so dissolved. The secretary of state shall immediately give notice to the dissolved corporation as specified in subsection (2). (5) In the case of involuntary dissolution, all the property and assets of the dissolved corporation must be held in trust by the directors of the corporation and 35-2-729 is applicable to liquidate the property and assets if necessary.

Source: https://mca.legmt.gov/bills/mca/title_0350/chapter_0060/part_0010/section_0040/0350-0060-0010-0040.html (accessed 2026-09-29).

Mont. Code Ann. § 35-6-201

35-6-201. Reinstatement of dissolved corporation, fee. (1) The secretary of state may: (a) reinstate any corporation that has been dissolved under the provisions of this chapter; and (b) restore to the corporation its right to carry on business in this state and to exercise all its corporate privileges and immunities. (2) A corporation applying for reinstatement shall submit to the secretary of state the application, executed by a person who was an officer or director at the time of dissolution, setting forth: (a) the name of the corporation; (b) a statement that the assets of the corporation have not been liquidated pursuant to 35-2-726 and 35-2-727; (c) a statement that not less than a majority of its directors have authorized the application for reinstatement; and (d) if its corporate name has been legally acquired by another corporation prior to its application for reinstatement, the corporate name under which the corporation desires to be reinstated. (3) The corporation shall submit with its application for reinstatement: (a) a certificate from the department of revenue stating that all taxes imposed pursuant to Title 15 have been paid; (b) a filing fee, which must be set and deposited by the secretary of state in accordance with 2-15-405; and (c) all annual reports not yet filed with the secretary of state. (4) When all requirements are met and the secretary of state reinstates the corporation to its former rights, the secretary of state shall: (a) conform and file in the secretary of state's office reports, statements, and other instruments submitted for reinstatement; (b) immediately issue and deliver to the corporation that is reinstated a certificate of reinstatement authorizing it to transact business; and (c) upon demand, issue to the corporation one or more certified copies of the certificate of reinstatement. (5) The secretary of state may not order a reinstatement if 5 years have elapsed since the dissolution.

Source: https://mca.legmt.gov/bills/mca/title_0350/chapter_0060/part_0020/section_0010/0350-0060-0020-0010.html (accessed 2026-09-29).

Mont. Code Ann. § 35-6-202

35-6-202. Relation back of corporate rights restored. Any restoration of corporate rights pursuant to this chapter relates back to the date the corporation was involuntarily dissolved, and the corporation shall be considered to have been an existing legal entity from the date of its original incorporation.

Source: https://mca.legmt.gov/bills/mca/title_0350/chapter_0060/part_0020/section_0020/0350-0060-0020-0020.html (accessed 2026-09-29).

Mont. Code Ann. § 35-6-203

35-6-203. Acquisition of new name by corporation upon reinstatement. In all cases where a corporation is dissolved under the provisions of this chapter or has, prior to July 1, 1977, been dissolved under other law and the corporate name of that corporation has been legally acquired by another corporation prior to the application for reinstatement of such dissolved corporation, such dissolved corporation shall in its application for reinstatement submit to the secretary of state some other name under which it desires its corporate existence to be reinstated. If that name is sufficiently distinctive and different from all existing corporations, the secretary of state shall issue to such reinstated corporation a certificate of reinstatement under the new name.

Source: https://mca.legmt.gov/bills/mca/title_0350/chapter_0060/part_0020/section_0030/0350-0060-0020-0030.html (accessed 2026-09-29).

Mont. Code Ann. § 35-2-725

35-2-725. Effect of dissolution. (1) A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including: (a) preserving and protecting its assets and minimizing its liabilities; (b) discharging or making provision for discharging its liabilities and obligations; (c) disposing of its properties that will not be distributed in kind; (d) returning, transferring, or conveying assets held by the corporation upon a condition requiring return, transfer, or conveyance in accordance with the condition; (e) transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws; (f) if the corporation is a public benefit corporation or religious corporation and provision has not been made in its articles or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets: (i) to one or more persons described in section 501(c)(3) of the Internal Revenue Code; or (ii) if the dissolved corporation is not described in section 501(c)(3) of the Internal Revenue Code, to one or more public benefit corporations or religious corporations; (g) if the corporation is a mutual benefit corporation and provision has not been made in its articles or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it does not have members, to those persons whom the corporation holds itself out as benefiting or serving; and (h) doing every other act necessary to wind up and liquidate its assets and affairs. (2) Dissolution of a corporation does not: (a) transfer title to the corporation's property; (b) subject its directors or officers to standards of conduct different from those prescribed in part 4 of this chapter; (c) change quorum or voting requirements for its board or members; change provisions for selection, resignation, or removal of its directors or officers, or both; or change provisions for amending its bylaws; (d) prevent commencement of a proceeding by or against the corporation in its corporate name; (e) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or (f) terminate the authority of the registered agent.

Source: https://mca.legmt.gov/bills/mca/title_0350/chapter_0020/part_0070/section_0250/0350-0020-0070-0250.html (accessed 2026-09-29).

Mont. Code Ann. § 35-2-904

35-2-904. Annual report for secretary of state. (1) Each domestic corporation and each foreign corporation authorized to transact business in this state shall deliver to the secretary of state, for filing, an annual report on a form prescribed and furnished by the secretary of state that sets forth: (a) the name of the corporation and the jurisdiction under whose law it is incorporated; (b) the information required by 35-7-105(1); (c) the business mailing address of its principal office, wherever located; (d) the names and business mailing addresses of its directors and principal officers; (e) a brief description of the nature of its activities; and (f) whether or not it has members. (2) The information in the annual report must be current on the date the annual report is executed on behalf of the corporation. (3) The first annual report must be delivered to the secretary of state between January 1 and April 15 of the year following the calendar year in which a domestic corporation was incorporated or a foreign corporation was authorized to transact business. Subsequent annual reports must be delivered to the secretary of state between January 1 and April 15. (4) If an annual report does not contain the information required by this section, the secretary of state shall promptly notify the reporting domestic or foreign corporation in writing and return the report to it for correction. If the report is corrected to contain the information required by this section and delivered to the secretary of state within 30 days after the effective date of notice, it is considered to be timely filed.

Source: https://mca.legmt.gov/bills/mca/title_0350/chapter_0020/part_0090/section_0040/0350-0020-0090-0040.html (accessed 2026-09-29).