Nonprofit Corporation Voluntary Dissolution Filing Requirements in Montana

At a glance

Requirements one by one

Approval and notice

Section 35-2-720 permits a majority of incorporators or directors of a corporation without members to dissolve it, subject to required article or bylaw approvals. It requires adoption of a plan identifying recipients after creditors are paid. Its eligibility language turns on memberless status.

Section 35-2-721 requires board approval, required member approval and written approval by designated outsiders. The member denominator uses the lower of two-thirds of votes cast or a majority of voting power, subject to greater or class requirements. Section 35-2-537 supplies the default ten-percent quorum. Section 35-2-431 sets ordinary board quorum and voting rules; the memberless dissolution vote instead requires a majority of directors in office.

Section 35-2-529 permits member written consent at eighty percent of voting power unless limited or prohibited by governing documents. Nonsigners receive written notice, and approval takes effect ten days after that notice. Section 35-2-533 also permits written ballots, with meeting-equivalent quorum and approval thresholds. Plan materials accompany solicitations. Section 35-2-428 supplies the default unanimous board-consent route.

Under § 35-2-530, dissolution member notice is at least ten days before the meeting; certified-mail notice runs thirty to sixty days before it. The notice identifies dissolution and includes the plan or summary. Memberless board meeting action requires seven days’ written notice or waiver under § 35-2-429(3).

Articles and effective time

Section 35-2-723 allows articles after authorization, with approval certifications and required member-class information. Public-benefit and religious articles certify Attorney General notice. Section 35-2-119 requires an authorized signature, signer name and capacity and any prescribed mandatory form.

The fee schedule established under § 35-2-1003 lists dissolution articles as “NO FEE.” Section 35-2-121 ordinarily makes filing effective at filing time or a specified time that day; a delayed date can be up to ninety days later, with close-of-business effect if the date specifies no time.

Revocation and winding up

Section 35-2-724 gives a 120-day reversal window measured from dissolution’s effective date. Authorization follows the original method unless board-only reversal was authorized. The filing includes revocation articles and a copy of the dissolution articles. Once effective, reversal relates back and activities may resume as if dissolution had never occurred. The current agency fee is $15.

Section 35-2-725 continues existence for winding up. Assets carrying return or transfer conditions follow those conditions; articles, bylaws and legal or contractual restrictions govern distributions. Its public-benefit and religious default identifies qualifying recipients when documents provide none.

What trips people up

Under § 35-2-722, both public-benefit and religious corporations give the Attorney General notice with the plan or summary at or before filing. Asset transfers wait twenty days unless earlier written consent or written notice of no action permits them. A public-benefit corporation later supplies a list of noncreditor recipients, addresses and assets after all or substantially all assets have been transferred. The section separately directs nonprofit health entities to the special health-entity provisions.

The board and members can condition approval on a higher vote or another basis under § 35-2-721(3); the baseline vote alone does not settle those conditions.

Common questions

Does dissolution itself convey title? No. Section 35-2-725(2)(a) expressly says it does not transfer title to corporate property.

Does the registered agent’s authority end? No. Section 35-2-725(2)(f) preserves that authority.

Statutes and sources

Mont. Code Ann. § 35-2-720

Dissolution by incorporators or directors and third persons. (1) A majority of the incorporators or directors of a corporation that does not have members may, subject to any approval required by the articles or bylaws, dissolve the corporation by delivering to the secretary of state articles of dissolution. (2) The corporation shall give notice of any meeting at which dissolution will be approved. The notice must be in accordance with 35-2-429 (3). The notice must also state that the purpose or one of the purposes of the meeting is to consider dissolution of the corporation. (3) In approving dissolution, the incorporators or directors shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid. (4) In addition to the requirements under this part, a domestic mutual insurer shall comply with the provisions of Title 33, chapter 3, part 6.

Official statute (accessed 2026-09-30).

Mont. Code Ann. § 35-2-721

Dissolution by directors, members, and third persons. (1) Unless this chapter, the articles, bylaws, or the board of directors or members, acting pursuant to subsection (1)(c), require a greater vote or voting by class, dissolution is authorized if it is approved: (a) by the board; (b) by the members, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less; and (c) in writing, by any person or persons whose approval is required by a provision of the articles, as authorized by 35-2-232 , for an amendment to the articles or bylaws. (2) If the corporation does not have members, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which approval is to be obtained in accordance with 35-2-429 (3). The notice must also state that the purpose or one of the purposes of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution. (3) The board may condition its submission of the proposed dissolution, and the members may condition their approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis. (4) If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with 35-2-530 . The notice must state that the purpose or one of the purposes of the meeting is to consider dissolving the corporation and must contain or be accompanied by a copy or summary of the plan of dissolution. (5) If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of the plan of dissolution. (6) The plan of dissolution must indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid. (7) In addition to the requirements under this part, a domestic mutual insurer shall comply with the provisions of Title 33, chapter 3, part 6.

Official statute (accessed 2026-09-30).

Mont. Code Ann. § 35-2-722

Notices to attorney general. (1) Except as provided in subsection (4), a public benefit corporation or religious corporation shall give the attorney general written notice that it intends to dissolve at or before the time it delivers articles of dissolution to the secretary of state. The notice must include a copy or summary of the plan of dissolution. (2) Assets may not be transferred or conveyed by a public benefit corporation or religious corporation as part of the dissolution process until 20 days after it has given the written notice required by subsection (1) to the attorney general or until the attorney general has consented in writing to the dissolution or indicated in writing that the attorney general will not take action in respect to the transfer or conveyance, whichever is earlier. (3) When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the attorney general a list showing those, other than creditors, to whom the assets were transferred or conveyed. The list must indicate the address of each person, other than creditors, who received assets and indicate what assets each received. (4) A public benefit corporation or religious corporation that is considered a nonprofit health entity, as defined in 50-4-701 , is subject to the provisions of Title 50, chapter 4, part 7.

Official statute (accessed 2026-09-30).

Mont. Code Ann. § 35-2-723

Articles of dissolution. (1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state articles of dissolution setting forth: (a) the name of the corporation; (b) the date dissolution was authorized; (c) a statement that dissolution was approved by a sufficient vote of the board; (d) if approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators; (e) if approval by members was required: (i) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and (ii) (A) either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class; and (B) a statement that the number cast for dissolution by each class was sufficient for approval by that class; (f) if approval of dissolution by some person or persons other than the members, the board, or the incorporators is required pursuant to 35-2-721 (1)(c), a statement that the approval was obtained; and (g) if the corporation is a public benefit or religious corporation, that the notice to the attorney general required by 35-2-722 (1) has been given. (2) A corporation is dissolved upon the effective date of its articles of dissolution.

Official statute (accessed 2026-09-30).

Mont. Code Ann. § 35-2-724

Revocation of dissolution. (1) A corporation may revoke its dissolution within 120 days of its effective date. (2) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person. (3) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state, for filing, articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth: (a) the name of the corporation; (b) the effective date of the dissolution that was revoked; (c) the date that the revocation of dissolution was authorized; (d) if the corporation's board of directors or incorporators revoked the dissolution, a statement to that effect; (e) if the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and (f) if member or third person action was required to revoke the dissolution, the information required by 35-2-723 (1)(e) and (1)(f). (4) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution. (5) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation may resume carrying on its activities as if dissolution had never occurred.

Official statute (accessed 2026-09-30).

Mont. Code Ann. § 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.

Official statute (accessed 2026-09-30).

Mont. Code Ann. § 35-2-428

Action without meeting. (1) Unless the articles or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents describing the action taken, be signed by each director, and be included in the minutes filed with the corporate records reflecting the action taken. (2) Action taken under this section is effective when the last director signs the consent unless the consent specifies a different effective date. (3) A consent signed under this section has the effect of a meeting vote and may be described as a vote in any document.

Official statute (accessed 2026-09-30).

Mont. Code Ann. § 35-2-429

Call and notice of meetings. (1) Unless the articles or bylaws provide otherwise or unless the provisions of subsection (3) apply, regular meetings of the board may be held without notice. (2) Unless the articles, bylaws, or subsection (3) provide otherwise, special meetings of the board must be preceded by at least 2 days' notice to each director of the date, time, and place, but not the purpose, of the meeting. (3) In a corporation without members, any board action to remove a director or to approve a matter that would require approval by the members if the corporation had members is not valid unless each director is given at least 7 days' written notice that the matter will be voted upon at a directors' meeting or unless notice is waived pursuant to 35-2-430 . (4) Unless the articles or bylaws provide otherwise, the presiding officer of the board, the president, or 20% of the directors then in office may call and give notice of a meeting of the board.

Official statute (accessed 2026-09-30).

Mont. Code Ann. § 35-2-431

Quorum and voting. (1) Except as otherwise provided in this chapter, the articles, or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles or bylaws authorize a quorum of fewer than the greater of one-third of the number of directors in office or two directors. (2) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless this chapter, the articles, or bylaws require the vote of a greater number of directors.

Official statute (accessed 2026-09-30).

Mont. Code Ann. § 35-2-529

Action by written consent. (1) Unless limited or prohibited by the articles or bylaws, action required or permitted by this chapter to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least 80% of the voting power. The action must be evidenced by one or more written consents that describe the action taken, be signed by those members representing at least 80% of the voting power, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records. (2) If not otherwise determined under 35-2-528 or 35-2-532 , the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (1). (3) A consent signed under this section has the effect of a meeting vote and may be described as a vote in any document filed with the secretary of state. (4) Written notice of member approval pursuant to this section must be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this section is effective 10 days after written notice is given.

Official statute (accessed 2026-09-30).

Mont. Code Ann. § 35-2-530

Notice of meeting. (1) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. (2) Any notice that conforms to the requirements of subsection (3) is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered. However, notice of matters referred to in subsection (3)(b) must be given as specified in subsection (3). (3) Notice is fair and reasonable if: (a) the corporation notifies its members of the place, date, and time of each annual, regular, and special meeting of members not less than 10 days before the meeting date or, if notice is mailed by certified mail, not less than 30 or more than 60 days before the meeting date; (b) notice of an annual or regular meeting includes a description of any matter or matters that must be approved by the members under 35-2-223 , 35-2-230 , 35-2-418 , 35-2-452 , 35-2-611 , 35-2-617 , 35-2-720 , or 35-2-721 ; and (c) notice of a special meeting includes a description of the matter or matters for which the meeting is called. (4) Unless the bylaws require otherwise, if an annual, regular, or special meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under 35-2-532 , notice of the adjourned meeting must be given under this section to the members of record as of the new record date. (5) When giving notice of an annual, regular, or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if: (a) requested in writing to do so by a person entitled to call a special meeting; and (b) the request is received by the secretary or president of the corporation at least 10 days before the corporation gives notice of the meeting.

Official statute (accessed 2026-09-30).

Mont. Code Ann. § 35-2-533

Action by written ballot. (1) Unless prohibited or limited by the articles or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter. (2) A corporation may deliver a written ballot by electronic communication as long as a member gives consent. Consent by a member to receive notice by electronic communication in a certain manner constitutes consent to receive a ballot by electronic communication in the same manner. (3) A written ballot must: (a) set forth each proposed action; and (b) provide an opportunity to vote for or against each proposed action. (4) Approval by written ballot pursuant to this section is valid only when: (a) the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action; and (b) the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. (5) All solicitations for votes by written ballot must: (a) indicate the number of responses needed to meet the quorum requirements; (b) state the percentage of approvals necessary to approve each matter other than election of directors; and (c) specify the time by which a ballot must be received by the corporation in order to be counted. (6) Except as otherwise provided in the articles or bylaws, a written ballot may not be revoked.

Official statute (accessed 2026-09-30).

Mont. Code Ann. § 35-2-537

Quorum requirements. (1) Unless this chapter, the articles, or bylaws provide for a higher or lower quorum, 10% of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter. (2) A bylaw amendment to decrease the quorum for any member action may be approved by the members or, unless prohibited by the bylaws, by the board. (3) A bylaw amendment to increase the quorum required for any member action must be approved by the members. (4) Unless one-third or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice.

Official statute (accessed 2026-09-30).

Mont. Code Ann. § 35-2-119

Filing requirements. All of the following requirements must be met before a document may be filed under this section by the secretary of state: (1) A document that is required or permitted by this chapter to be filed in the office of the secretary of state must satisfy the requirements of this section and of any other section that adds to or varies these requirements. (2) The document must contain the information required by this chapter. The document may contain other information as well. (3) The document must be typewritten or printed unless an electronic form is allowed by the secretary of state. (4) The document must be in the English language. However, a corporate name does not need to be in English if it is written in English letters or Arabic or Roman numerals. (5) (a) Except as provided in subsection (5)(b), the document must be executed: (i) by the presiding officer of the corporation's board of directors, its president, or another of its officers; (ii) if directors have not been selected or the corporation has not been formed, by an incorporator; or (iii) if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. (b) (i) A corporation's annual report may be executed as provided in subsection (5)(a) or by the corporation's authorized agent. (ii) For the purposes of this subsection (5)(b), "authorized agent" means any individual granted permission by an entity to execute a document on behalf of the entity. The entity is responsible for maintaining a record of the permission granted to an authorized agent. (6) The person executing the document shall sign the document and state beneath or opposite the signature the person's name and the capacity in which the person signs. The document may but does not need to contain the corporate seal, an attestation by the secretary or an assistant secretary, or an acknowledgment, verification, or proof. (7) The document must be in or on the prescribed form if the secretary of state has prescribed a mandatory form for a document under 35-2-1108 . (8) Except as provided in 33-3-601 , the document must be delivered to the office of the secretary of state for filing and must be accompanied by: (a) the correct filing fee; and (b) any franchise tax, license fee, or penalty required by this chapter, rules promulgated under this chapter, or other law.

Official statute (accessed 2026-09-30).

Mont. Code Ann. § 35-2-121

Effective date of document. (1) Except as provided in subsection (2), a document is effective: (a) at the time of filing on the date it is filed, as evidenced by the secretary of state's endorsement on the original document; or (b) at the time specified in the document as its effective time on the date it is filed. (2) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than 90 days after the date it is filed.

Official statute (accessed 2026-09-30).

Mont. Code Ann. § 35-2-1003

Fees for filing, copying, and services. (1) The secretary of state shall establish fees for the following: (a) filing documents and issuing certificates as required by this chapter; and (b) copying documents, priority handling, transmitting or filing facsimile copies, and providing computer-generated information. (2) The fees authorized in this section must be set and deposited in accordance with 2-15-405 .

Official statute (accessed 2026-09-30).

Official filing fees

Articles Of Dissolution NO FEE

Revocation Of Dissolution $15.00

Secretary of State business fees (accessed 2026-09-30).