Foreign Qualification Application - Preparation Worksheet - Montana

MONTANA FOREIGN CORPORATION / FOREIGN LLC REGISTRATION WORKSHEET

This worksheet prepares information for Montana Secretary of State online filings. It is not a substitute for the current portal workflow. Select one entity track; foreign corporations and foreign limited liability companies use different filings, amendment rules, revocation periods, and consequences.

1. CURRENT FILING SUMMARY

The current fee page lists optional priority processing at $20 for 24-hour service and $100 for one-hour service.

2. REGISTRATION ANALYSIS

2.1 Foreign corporation

Mont. Code Ann. § 35-14-1502 requires a foreign corporation to register before doing business in Montana. Section 35-14-1505 lists activities that, standing alone, do not constitute doing business, including proceedings and dispute resolution, internal affairs, financial accounts, specified securities functions, independent-contractor sales, orders accepted outside Montana, debt and security-interest activity, qualifying property acquired through debt enforcement, an isolated transaction completed within 30 days outside repeated similar transactions, and interstate commerce. The list is not exhaustive.

Except for statutory safe-harbor activity, a foreign corporation must register before contracting with Montana, a state agency, or a Montana political subdivision. The rule does not apply to contracts for goods fully prepared or services fully performed outside Montana for delivery or use in Montana. Mont. Code Ann. § 35-14-1505(4).

2.2 Foreign LLC

Mont. Code Ann. § 35-8-1001 similarly requires a foreign LLC to obtain a certificate of authority before transacting business and supplies substantially similar safe harbors. For a public contract outside the safe harbors, the LLC must obtain authority before contracting; the statute provides notice and a 30-day qualification period before an existing contract may be voided and excludes goods or services prepared outside Montana for delivery or use in Montana.

These qualification rules do not determine tax, service-of-process, licensing, or other regulatory exposure.

2.3 Applicant determination

☐ Foreign for-profit corporation — complete Sections 3, 5, 6, 7, and 8.

☐ Foreign LLC — complete Sections 4, 5, 6, 7, and 8.

☐ Planned activity may fall entirely within a safe harbor; Montana counsel has confirmed whether registration is required.

3. FOREIGN CORPORATION — FOREIGN REGISTRATION STATEMENT

Mont. Code Ann. § 35-14-1503 requires these items and a statement that the corporation complied with its formation jurisdiction's organizational law and exists there. The current statute does not require the corporation's incorporation date, duration, authorized shares, par value, charter copies, or a home-jurisdiction certificate of existence.

3.1 Corporation name and agent

If the legal name does not comply with Mont. Code Ann. § 35-14-401, adopt a compliant alternate name in the foreign registration statement under § 35-14-1506. A corporation using that statutory alternate name does not need a separate Title 30 assumed-business-name filing for the alternate name.

Under Mont. Code Ann. § 35-7-105, naming a commercial agent or a noncommercial agent and address in the registered-agent filing affirms that the agent consented to serve. Do not add a separate agent-acceptance signature unless the current portal requests it.

4. FOREIGN LLC — CERTIFICATE OF AUTHORITY

Mont. Code Ann. § 35-8-1003 requires these items. If the LLC has series of members, the application includes each series name and a copy of each series operating agreement. The statute does not require a home-jurisdiction certificate of existence or good standing.

4.1 LLC name and agent

Under Mont. Code Ann. § 35-8-1009, a noncomplying legal name may be modified with an authorized LLC identifier or replaced with an available assumed business name filed with the Secretary of State. Registered-agent consent is affirmed through the filing under § 35-7-105.

5. CURRENT FEES

Recheck https://sosmt.gov/business/fees/ immediately before submission.

6. ANNUAL REPORTS AND AMENDMENTS

6.1 Annual reports

Under Mont. Code Ann. § 35-14-1621, a foreign corporation files its first annual report between January 1 and April 15 of the year after registration and files later reports in the same annual window. The report updates the corporation's name and alternate name, formation jurisdiction, principal and required home-jurisdiction office addresses, Montana registered agent and office, directors and principal officers, and a brief description of Montana business. It does not request a foreign corporation's authorized or issued shares.

Under Mont. Code Ann. § 35-8-208, a foreign LLC uses the same first-report and recurring January 1–April 15 windows. Its report updates the LLC name and formation jurisdiction, registered-agent information, principal-office mailing address, management structure and managers or members, series management, and professional-LLC information if applicable.

6.2 Amendments

A registered foreign corporation amends its statement if its name or alternate name changes, its formation jurisdiction changes, or an address required by § 35-14-1503(3) changes. Mont. Code Ann. § 35-14-1504. The statute does not require an amendment merely because authorized shares or duration changes.

A foreign LLC obtains an amended certificate if its name, duration, or formation state, tribe, or country changes. Mont. Code Ann. § 35-8-1007.

Keep registered-agent and registered-office information current through the Secretary of State's agent-change workflow.

7. TERMINATION, REVOCATION, AND WITHDRAWAL

7.1 Corporation administrative termination

Mont. Code Ann. § 35-14-1511 permits termination for fees, taxes, interest, or penalties unpaid for 60 days; an annual report more than 120 days late; a registered-agent or registered-office lapse lasting at least 60 days; or failure to report an agent or office change within 60 days. The Secretary of State gives written notice, and the corporation has 60 days after delivery to correct or disprove the grounds before termination.

7.2 LLC revocation

Mont. Code Ann. §§ 35-8-1011 and 35-8-1012 permit revocation if the annual report is more than 140 days late, the LLC lacks a registered agent or office for at least 60 days, an agent change or resignation is unreported for 60 days, or the home jurisdiction reports dissolution or disappearance through merger. The LLC has 60 days after notice to correct or disprove the grounds.

7.3 Corporation withdrawal

Under Mont. Code Ann. § 35-14-1507, the corporation's withdrawal statement identifies the corporation and formation jurisdiction, states that it is no longer doing business and withdraws registration, revokes the registered agent, provides an address for process, and includes a Montana Department of Revenue certificate showing Title 15 taxes have been paid. The current filing fee is waived.

7.4 LLC withdrawal

Under Mont. Code Ann. § 35-8-1010, the LLC's withdrawal filing states that it is no longer transacting business and surrenders authority, revokes the registered agent, appoints the Secretary of State for prior-period claims, provides and promises to update a process-mailing address, and attaches a Department of Revenue Title 15 tax certificate. The current filing fee is waived.

8. CONSEQUENCES OF UNREGISTERED BUSINESS

Under Mont. Code Ann. § 35-14-1502, an unregistered foreign corporation may not maintain a Montana court proceeding until it registers, but its contracts and acts generally remain valid and it may defend a proceeding. A public contract covered by § 35-14-1505(4) is voidable by the public party. Shareholder or director limited liability is not waived solely because of unregistered business.

Under Mont. Code Ann. § 35-8-1002, an unauthorized foreign LLC and specified successors or assignees may not maintain a Montana proceeding until authority is obtained. The LLC is liable for $5 per day of unauthorized business, capped at $1,000 per year. Its acts generally remain valid, it may defend, and a covered public contract is voidable by the public party.

9. FILING CHECKLIST

☐ Correct entity track selected.

☐ Registration need evaluated under § 35-14-1505 or § 35-8-1001.

☐ Current Secretary of State portal workflow and fees rechecked.

☐ Legal name and any alternate or assumed name confirmed.

☐ Commercial or noncommercial registered agent selected and consent confirmed.

☐ Every entity-specific statutory field completed.

☐ No unsupported home-jurisdiction certificate or charter attachment added.

☐ Series names and operating agreements included for a series LLC.

☐ Annual-report reminder set for January 1 through April 15.

☐ Withdrawal used only after business ceased and the Department of Revenue tax certificate was obtained.

10. OFFICIAL SOURCES

• Montana Code Annotated — Foreign Corporations, part 15: https://mca.legmt.gov/bills/mca/title_0350/chapter_0140/part_0150/sections_index.html
• Montana Code Annotated — Corporate Annual Report § 35-14-1621: https://mca.legmt.gov/bills/mca/title_0350/chapter_0140/part_0160/section_0210/0350-0140-0160-0210.html
• Montana Code Annotated — Foreign LLCs, part 10: https://mca.legmt.gov/bills/mca/title_0350/chapter_0080/part_0100/sections_index.html
• Montana Code Annotated — LLC Annual Report § 35-8-208: https://mca.legmt.gov/bills/mca/title_0350/chapter_0080/part_0020/section_0080/0350-0080-0020-0080.html
• Montana Code Annotated — Registered Agent § 35-7-105: https://mca.legmt.gov/bills/mca/title_0350/chapter_0070/part_0010/section_0050/0350-0070-0010-0050.html
• Montana Secretary of State — Business Filing Fees: https://sosmt.gov/business/fees/
• Montana Secretary of State — Business Filing Portal: https://biz.sosmt.gov