Voluntary LLC Dissolution and Cancellation Requirements in Montana
At a glance
| Governing law and scope | Montana Limited Liability Company Act, MCA Title 35, ch. 8, part 9; ordinary domestic LLC dissolution, winding up, and termination; terminal filing goes to the Secretary of State (§§ 35-8-901 to -909) |
|---|---|
| Dissolution event and approval | Written articles/agreement event or the member consent threshold stated in the agreement; absent a different articles/agreement rule, all members consent. Unanimous waiver may reverse dissolution before winding up is completed (§§ 35-8-307(3), 35-8-901) |
| Pre-filing status and tax clearance | Section 35-8-906 lists no universal good-standing, final-return, or tax-certificate attachment. Current DOR guidance says voluntary-dissolution selection is generally sufficient without a Tax Clearance Certificate, but some situations require one |
| Winding-up authority and powers | Unless articles/agreement provide otherwise, the pre-dissolution managers or members with management authority wind up. They may litigate, settle and close business, transfer property, discharge liabilities, and distribute remaining assets (§§ 35-8-901(2), 35-8-903) |
| Creditor notice and claims | Optional known-claim procedure: written notice allows ≥120 days from the later of notice effectiveness or termination filing; rejection leaves 90 days to sue. Optional one-time county publication creates a 5-year action bar for unnotified, unacted-on, contingent, and future-event claims (§§ 35-8-908 to -909) |
| Debts, reserves, and distributions | Pay or reasonably provide for creditors, including member/manager creditors; then distribution liabilities; then return contributions and divide by distribution shares unless written terms provide otherwise. Unbarred claims reach undistributed assets or recipients within proportionate/received-asset caps (§§ 35-8-905, 35-8-909(5)) |
| Termination filing and signer | After dissolution and winding up, file Articles of Termination stating name, reason, effective date if delayed, process agent, wind-up/document agents, dissolution date, and completed wind-up/termination. Manager signs a manager-managed LLC filing; otherwise a member signs; fiduciary and attorney-in-fact routes exist (§§ 35-8-204, 35-8-906) |
| Fee, method, and effective date | No base fee; current SOS instructions route the filing through the online business portal. Optional 24-hour/1-hour handling is $20/$100. Existence ends on filing or a stated later date certain; § 35-8-906 states no maximum delay (SOS fee/help pages; § 35-8-906) |
| Survival, revocation, and post-closure | Dissolution may be unanimously waived before winding up finishes. Dissolution or termination does not impair claims or remedies; the LLC may sue/be sued and members/managers may protect claims. A false, erroneous, or defectively signed filing may be corrected retroactively subject to reliance rights (§§ 35-8-901(3), 35-8-909, 35-8-215) |
Requirements one by one
The default voluntary approval is unanimous
MCA § 35-8-901 recognizes a written dissolution event in the articles or operating agreement and the member-consent threshold stated in the agreement. Current MCA § 35-8-307(3) supplies the fallback: unless the articles or operating agreement provide otherwise, dissolution requires all members' consent.
Dissolution begins a limited winding-up phase
The dissolved LLC continues only to wind up. Unless the articles or agreement change the assignment, MCA § 35-8-903 gives the work to the members or managers who had management authority before dissolution. They may prosecute and defend suits, settle and close the business, transfer property, discharge liabilities, and distribute the remainder.
MCA § 35-8-904 preserves ordinary-course agency for a person who lacks notice of dissolution until the Articles of Termination supply presumed notice. A member or manager who knowingly creates liability through an act outside proper winding up is liable to the company for the resulting damage.
Both claim-bar routes are optional
MCA § 35-8-908 says the LLC “may” use the known-claim procedure. If it does, it must send written notice. The submission period must be at least 120 days from the later of the notice's effective date or the filing of Articles of Termination. A claimant whose timely claim is rejected has 90 days after the rejection notice to sue.
MCA § 35-8-909 separately permits one newspaper publication in the principal- office county or, if none in Montana, the designated-office county. Publication creates a five-year action period for unnotified claimants, timely claims not acted on, and contingent or later-event claims.
Creditors and reasonable provisions come before owners
MCA § 35-8-905 first pays creditors, including members and managers who are creditors, or makes reasonable provision for those liabilities. Subject to the articles or agreement, the next tier covers member distribution liabilities. The final tier returns contributions and divides the residual by the members' distribution shares unless written terms provide otherwise.
An unbarred claim may reach undistributed LLC assets. If liquidation assets were distributed, MCA § 35-8-909 limits a recipient member's exposure to the lesser of the proportionate claim or assets received, with total exposure capped at all liquidation assets received.
Montana generally does not require a tax certificate for this filing
MCA § 35-8-906 does not list good standing, a final return, or a Department of Revenue certificate among the Articles of Termination requirements. The Department's current guidance says selecting voluntary withdrawal or dissolution is generally enough and a Tax Clearance Certificate is not needed. It also cautions that some situations do require a certificate and an approved final return, so entity-specific portal instructions still matter.
One no-fee online filing ends existence
After dissolution and winding up, Articles of Termination must identify the LLC, the filing reason, any later effective date certain, the post-termination process agent, the people authorized to wind up and sign documents, and the dissolution date, and must state that winding up is complete.
MCA § 35-8-204 assigns the signature to a manager of a manager-managed LLC or a member of a member-managed LLC. Court-appointed fiduciary and attorney-in-fact routes also exist.
The Secretary of State lists no base fee and directs filers to the online business portal. Optional 24-hour and one-hour handling costs $20 and $100. Under MCA § 35-8-906, existence ends on filing or on the stated later date certain; the section states no maximum delayed-effective period.
Claims survive, and limited correction remains possible
MCA § 35-8-909 keeps claims and remedies alive after dissolution or termination. The terminated LLC may sue or be sued in its own name, and members and managers may take appropriate action to protect those rights.
Before winding up is complete, MCA § 35-8-901 permits all members, including a dissociated member whose departure caused dissolution, to waive winding up and termination unanimously. After a filing, MCA § 35-8-215 permits correction of a false, erroneous, or defectively signed record, retroactive except against a person who relied on the uncorrected record and would be harmed.
What trips people up
The 120-day clock may start later than the notice. The known-claim deadline is measured from the later of the notice's effective date or the Articles of Termination filing. A pre-filing notice therefore cannot create a deadline less than 120 days after the later terminal filing.
Termination does not erase claims. Optional notice can bar covered claims, but MCA § 35-8-909 otherwise preserves remedies and proceedings after the legal entity's termination.
Common questions
Can a majority of members dissolve a Montana LLC? Only if the articles or operating agreement validly select that threshold. The statutory fallback is all-member consent.
Must every known creditor receive notice? Notice is required when the LLC chooses MCA § 35-8-908's known-claim safe harbor. The Act does not make that optional procedure a condition of filing Articles of Termination.
Can the LLC undo the dissolution vote? Yes, before winding up is completed, but the waiver must be unanimous and cannot harm protected third-party rights.
Does the no-fee filing close tax accounts and licenses? No. It terminates the Montana LLC's legal existence; the separate tax, payroll, license, account, and foreign-registration work remains outside that filing.
Statutes and sources
- MCA §§ 35-8-307 and 35-8-901 — default unanimous approval, dissolution events, limited wind-up existence, and unanimous waiver. https://mca.legmt.gov/bills/mca/title_0350/chapter_0080/part_0030/section_0070/0350-0080-0030-0070.html and https://mca.legmt.gov/bills/mca/title_0350/chapter_0080/part_0090/section_0010/0350-0080-0090-0010.html (accessed 2026-07-28)
- MCA §§ 35-8-903 to -906 — wind-up authority, post-dissolution agency, distribution order, Articles of Termination, and effectiveness. https://mca.legmt.gov/bills/mca/title_0350/chapter_0080/part_0090/section_0030/0350-0080-0090-0030.html, https://mca.legmt.gov/bills/mca/title_0350/chapter_0080/part_0090/section_0040/0350-0080-0090-0040.html, https://mca.legmt.gov/bills/mca/title_0350/chapter_0080/part_0090/section_0050/0350-0080-0090-0050.html, and https://mca.legmt.gov/bills/mca/title_0350/chapter_0080/part_0090/section_0060/0350-0080-0090-0060.html (accessed 2026-07-28)
- MCA §§ 35-8-908 to -909 — optional known- and unknown-claim procedures, five-year publication period, post-termination remedies, and recipient caps. https://mca.legmt.gov/bills/mca/title_0350/chapter_0080/part_0090/section_0080/0350-0080-0090-0080.html and https://mca.legmt.gov/bills/mca/title_0350/chapter_0080/part_0090/section_0090/0350-0080-0090-0090.html (accessed 2026-07-28)
- MCA §§ 35-8-204 and 35-8-215 — signer and correction rules. https://mca.legmt.gov/bills/mca/title_0350/chapter_0080/part_0020/section_0040/0350-0080-0020-0040.html and https://mca.legmt.gov/bills/mca/title_0350/chapter_0080/part_0020/section_0150/0350-0080-0020-0150.html (accessed 2026-07-28)
- Secretary of State fee page and termination instructions — no base fee, expedite charges, and online portal method. https://sosmt.gov/business/fees/ and https://help.sosmt.gov/en/articles/13265639-cancel-withdraw-or-terminate-a-business-registration (accessed 2026-07-28)
- Department of Revenue Tax Certificates page — general voluntary- dissolution treatment and exception warning. https://mtrevenue.gov/taxes/tax-certificates (accessed 2026-07-28)
Source links
Every statute quoted above, linked, with the date we checked it.
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