Businesses may be structured in a variety of ways, each with its own advantages and disadvantages. Following is a brief overview of some of the more common business structures and the associated registration forms that must be filed with the Secretary of State’s Office. It may be necessary to obtain additional forms or state and local licenses for your business. The Secretary of State’s Office strongly recommends that you consult with an attorney, accountant, financial adviser, and/or banker to help you determine which structure best suits your needs.

Assumed Business Name

An assumed business name is a “trade name” or “fictitious business name” under which the business or operation is conducted and presented to the public. It is not the legal name of the person(s) who actually owns the business. An assumed business name must be distinguishable on the record from an assumed business name that is already registered or from any corporate name, limited partnership name, limited liability company name, limited liability partnership name, trademark, or service mark registered or reserved with the Secretary of State.

Individuals who choose to own a business under an assumed business name can register the name and declare that they are sole proprietors.  A sole proprietor is a business owned personally by one owner.  An assumed business name can be used by:

• a sole proprietor,
• a corporation,
• a partnership,
• a limited partnership,
• a limited liability company,
• a limited liability partnership, or,
• an association.

Sole Proprietorship

This type of business is owned by a single individual. A sole proprietor has total control of and responsibility for his or her business, receives all profits, and can make important decisions quickly. The sole proprietor is responsible for all taxes and liabilities of the business. If you plan to start a sole proprietorship and you are not planning to do business under your own name, you must Register an Assumed Business Name with the Secretary of State’s Office. Otherwise, no registration is required. You must obtain any necessary state and local business licenses.

General Partnership

A partnership is an association of two or more people acting as co-owners of a for-profit business. Individuals may create a partnership by oral or written agreement. Under this arrangement, the partners share personal liability for all claims against the partnership, as well as share all profits and losses. Profits are taxed as personal income for each individual partner.

A general partnership may register with the Secretary of State by filing an Application for Registration of Assumed Business Name. The filing fee is $20. A partnership agreement is generally maintained by the partnership itself. However, if you choose, you may file a partnership agreement with the Secretary of State’s Office once the application for registration of assumed business name has been filed and there is a $20 filing fee to record the agreement. Partnership Agreements may also be uploaded as Supporting Documents when filing the initial application form.

Limited Partnership

A limited partnership is more closely regulated than a general partnership. There must be at least one general partner who manages the business and who is fully and personally responsible for claims against the business. In addition, there are investors who play no part in the management of the business and whose liability for the business is limited to the extent of their investment.

Limited Liability Partnership

A limited liability partnership operates much like a general partnership, except none of the partners can be held personally liable for claims against the business. Partners are not liable for the errors or negligence of the other partners or their employees unless they themselves are supervising, directing, or involved in the action for which a claim has been filed.

Limited Liability Limited Partnership

A limited liability limited partnership is a business entity similar to a limited partnership except that is offers extended protections for liability of the general partners.

Corporation

A corporation is a more complex form of business organization. It exists apart from its owners or shareholders and is a legal entity in its own right. As a separate entity, it has its own rights, privileges, and liabilities apart from the individuals who form it.

A corporation has shareholders who invest money in the business and therefore own it. The shareholders hold an annual meeting at which they elect a board of directors. The board makes policy decisions for the company and selects the corporate officers who manage the company’s daily affairs.

A corporation affords limited liability to its shareholders and can continue on after the death of or transfer of shares by one or more of the owners. A corporation pays taxes on its profits and its shareholders pay taxes on dividends.

There are several types of corporations; some operate for profit and others are not for profit. An attorney can advise you as to which type best suits your needs.
Among these types are:

• S corporations. S corporations generally do not pay taxes. Profits or losses are passed on to the individual shareholders’ gross incomes for tax purposes. You must apply to the Internal Revenue Service to get S corporation status. The IRS places limits on who can be a shareholder.
• Statutory Close corporations. This type of structure allows a business to eliminate many of the formalities of a standard corporation. For example, the business can elect to operate without a board of directors. A shareholder of a statutory close corporation may not sell shares in the business without the approval of the other shareholders.
• Public Benefit corporations. These profit corporations create a material positive impact on society and the environment and meet higher standards of accountability and transparency.
• Professional corporations. Individuals who are licensed in certain professions may form a professional corporation. This provides them with the benefits of a corporate structure for the business aspects of their practices while preserving the personal and professional relationship between them and the clients they serve. Shareholders may only be people who are licensed to render the specific professional service; at least half of the officers and directors must also be licensed. A professional corporation must file Articles of Incorporation with the Secretary of State and provide a copy of the filed articles of incorporation with each licensing authority having jurisdiction of a type of professional service described in its articles of incorporation.
• Nonprofit corporations. These are established solely for the benefit of charitable, religious, educational, or scientific purposes. No earnings are distributed to members, trustees, officers, or other individuals, except for compensation for services rendered. A nonprofit corporation is exempt from income tax. You must apply to the IRS to receive nonprofit status.

A nonprofit corporation may take one of three forms:

• public benefit corporation operates for public or charitable purposes. Members may not sell their interests or receive distributions from the organization.
• A mutual benefit corporation exists to serve its members. Trade associations, social clubs, and fraternal organizations are examples of this type of nonprofit. Members are given broader voting rights and, while not entitled to receive distributions while the organization is operating, they are entitled to sell their memberships and receive distributions when the organization dissolves.
• A religious corporation is treated much like a public benefit corporation.

Limited Liability Company

This form of business structure offers both the protections from personal liability of a corporation and the favorable tax treatment of a partnership. It provides for flexibility in the contribution and distribution of assets.

Under this type of structure, annual meetings are not required, but Articles of Organization and annual reports must be filed with the Secretary of State’s Office.

Professional limited liability companies have the same requirements as professional corporations (see above).

As with a general partnership, profits are taxed as personal income for each individual partner.

Series Limited Liability Company

A series limited liability company has the ability to partition its assets and liabilities among a set of separate limited liability companies. Each limited liability company may have different assets, economic structures, members, and managers. The profits, losses, and liabilities of each are legally separate from the others in the series, thereby creating a firewall between each entity. It also offers advantages of a partnership while limiting the liabilities of the members and series members.

Name Reservation

If an entity wishes to reserve a name for registration at a later date, they may file a name reservation. The name is reserved for 120 days from the filing date and cannot be renewed.

A foreign corporation or limited liability company that is not, at this time, transacting business in Montana may file a name registration with this office. The name registration must be renewed each year between October 1 and December 31 or it will expire.

Trademark

A trademark is a word, name, symbol, device, or any combination of those, used by a person to identify and distinguish the GOODS of that person from those manufactured or sold by others and to indicate the source of the goods, even if that source is unknown.

Service Mark

A service mark is a word, name, symbol, or device, or any combination of those, used by a person to identify and distinguish the SERVICES of one person from the services of others and to indicate the source of the services, even if that source is unknown.  A service mark differs from a trademark in that a service mark is used for the advertising of services rather than on the packaging or delivery of goods.  When registering a service mark, use the same form as when registering a trademark.

To Register a Business with the Secretary of State’s Office

1. Visit the online filing portal at https://biz.sosmt.gov/
2. Sign into the site with your username and password. (If you don't have an account, simply click the login button and you'll see where you can create one. This is your user profile for the site.)
3. Go to the Forms section in the left side menu.
4. Choose the applicable form.
   
   • Choose Domestic forms for a Montana business.
   • Choose Foreign forms for a business formed in another state/country that will be doing business in Montana.
5. Fill in the form with all required fields, as designated by red asterisks.  Scroll down each page of the form to ensure everything required is completed.  If pages are missing information, it will be highlighted in red with an “x” on that step; return to that page for edits by clicking on the page name.
6. Submit the form for processing with the fee (payable by credit/debit card or by e-check.)
7. The Secretary of State's office will review it, and once approved, will notify by email with instructions to access the approved documents from the portal.

Please contact Business Services with any questions – (406) 444-3665.

To Reinstate a Business:

Montana (domestic) corporations and LLCs are eligible for reinstatement within 5 years of their dissolution date.  Out-of-state (foreign) entity types are not eligible to reinstate and must requalify.  Most domestic business registrations require a Title 15 Certificate from the MT Department of Revenue to reinstate. Request the certificate through the Department of Revenue's Transaction Portal. (A certificate is not required for single-member LLCs not taxed as corporations.)

Once you have your Title 15 certificate, please follow the steps below.  Note that you must file all missing annual reports AND a reinstatement application to return the registration to an active status.

File your annual reports

1. Visit the online filing portal at https://biz.sosmt.gov/
2. Sign into the site with your username and password.  (If you don’t have an account, click the login button and you’ll see where you can create one.)
3. Once signed in, search for the business registration using the “Search” in the left-side menu.
4. Click on the business name in the results list, and find a panel on the right side of the screen.
5. Click the “File Annual Report” button, follow the steps, and make the payment ($35) to file each missing annual report.

Complete the reinstatement

6. When the annual reports are completed for all previous years, click on the “Filing Actions” button, and choose the “Reinstatement” form.
7. Complete the form, uploading the tax certificate on the documents page, if required.
8. Submit the filing for processing with its required fee. (Profit Corp - $30, LLC - $35, Nonprofit Corp - $10)
9. The Secretary of State's office will review the filing; once approved, the registration will be active again.  All filed documents and receipts can be obtained from the “Work Queue.”

Please contact Business Services with any questions – (406) 444-3665.

What is an “annual report?”
Annual reports are required for all limited liability companies (LLCs) and corporations (profit and nonprofit). The annual report filed with the Secretary of State’s office keeps your registration current and lets us know you are still an active business in Montana.  It is a renewal of your registration information, where you can update the business mailing address, registered agent, shares, and principals of record.  It is not a tax or earnings report.

If your business information has not changed, file a “no change” annual report using these steps:

1. Visit our online filing portal at biz.sosmt.gov
2. “Search” for your business.
3. Click on the business name in the results list.
4. On the right-side panel, click the “File Annual Report” button.
5. Review the information in the report.
6. Sign, read, and check each declaration box, and fill in all fields marked with a red asterisk.  You may need to scroll down to see all the fields.
7. Click “File Online” and pay using a credit/debit card or e-check.

If you need to update your business information, file your annual report using these steps:

1. Visit our online filing portal at biz.sosmt.gov
2. Click “Login” and sign into the site with your username and password.
   • If you don’t have an account, click the 'Login' button and then the 'Create An Account' button.
3. After you have signed in, “search” for your business.
4. Click on the business name in the results list.
5. On the right-side panel, click the “File Annual Report” button.
6. Follow the steps, updating the report information as needed.
7. Sign, read, and check each declaration box, and fill in all fields marked with a red asterisk.  You may need to scroll down to see all the fields.
8. Click “File Online” and pay using a credit/debit card or e-check.

Please contact Business Services with any questions – (406) 444-3665.

The Corporate Transparency Act (CTA) is a federal law enacted by U.S. Congress. The Federal Government will require businesses to file a report with the Financial Crimes Enforcement Network (FinCEN) of the U.S. Department of the Treasury. Information shared by the federal government on their new requirements can be found on their website here: https://www.fincen.gov/boi. A brochure from the federal government is also available by clicking here. The FinCEN Resource Center is available at 1-800-767-2825 or https://www.fincen.gov/contact.

Filing requirements from the Secretary of State's Office have not changed.

The CTA is a federal requirement, therefore the Montana Secretary of State's Office has no role in the administration of the law. All required documents must be filed with FinCEN – no BOI information is filed with the Secretary of State's Office.

Please contact Business Services with any questions – (406) 444-3665.

Amend an Existing Business:

1. Visit the online filing portal at https://biz.sosmt.gov/
2. Sign into the site with your username and password.  (If you don’t have an account, click the login button and you’ll see where you can create one.)
3. Once signed in, search for the business registration using the “Search” in the left-side menu.
4. Click on the business name in the results list, and find the panel on the right side of the screen.
5. Go to the Filing Actions button and choose the amendment form.
6. The form will open, and you will complete the application online.  Please read all the instructions and be sure to complete every form item that has a red *asterisk.  Click on the Question Mark icon to see more information about the fields on each page.
7. Once you have completed the application, click the “FILE ONLINE” button and make the payment with either a credit/debit card or an e-check.
8. When the application is approved, the system will send you an email.  That email will also give you instructions on how to login to your account and download your confirmation documents.

Please contact Business Services with any questions – (406) 444-3665.

To Cancel/Withdraw/Terminate a Business Registration

1. Visit the online filing portal at https://biz.sosmt.gov/
2. Sign into the site with your username and password.  (If you don’t have an account, click the login button and you’ll see where you can create one.)
3. Once you are signed in, search for the business registration using the “Search” in the left-side menu.
4. Click on the business name in the results list, and find the panel on the right side of the screen.
5. Go to the Filing Actions button and choose the applicable form. (Note that the terminology – dissolution/withdrawal/termination/cancellation – varies by business type.)       
6. The form will open, and you will complete the application online.  Please read all the instructions and be sure to complete every form item that has a red *asterisk.  Click on the Question Mark icon to see more information about the fields on each page.
7. Once you have completed the application, click the “FILE ONLINE” button to submit.
8. When the application is approved, the system will send you an email.  That email will also give you instructions on how to login to your account and download your confirmation documents.

Some filings will require a tax certificate from the Montana Department of Revenue.  To request a tax certificate, please visit the TransAction Portal.

Please contact Business Services with any questions – (406) 444-3665.

Currently have a registered Assumed Business Name (ABN/DBA) - Change to an LLC

To change business structures from an Assumed Business Name to a Limited Liability Company, file a conversion to an LLC if the applicant on the registration is a partnership or an association.

In order to keep the same name, if the ABN applicant is an individual, cancel the ABN, then re-register as an LLC.

To Cancel an ABN:

1. Visit the online filing portal at https://biz.sosmt.gov/
2. Sign into the site with your username and password.  (If you don’t have an account, click the login button and you’ll see where you can create one.)
3. Search for the business registration using the “Search” in the left-side menu.
4. Click on the business name in the results list, and find a panel on the right side of the screen.
5. Go to the Filing Actions button and choose to “Cancel an Assumed Business Name.”
6. The form will open; complete the application online.  Please read all the instructions and be sure to complete every form item that has a red *asterisk.  Click on the Question Mark icon to see more information about the fields on each page.
7. Once the application is completed, click the “FILE ONLINE” button to submit.
8. When the application is approved, the system will send an email.  The email will also provide instructions on how to login to your account and download your confirmation documents.

To Register a Limited Liability Company

1. Visit the online filing portal at https://biz.sosmt.gov/.
2. Sign into the site with your username and password.
3. Once signed in, go to the “Forms” in the left-side menu.
4. Click “Articles of Organization for Domestic Limited Liability Company.” Follow steps and complete payment for your submission to be sent for review.
5. When the application is approved, the system will send you an email.  The email will also give you instructions on how to login to your account and download your confirmation documents.

Please contact Business Services with any questions – (406) 444-3665.

Expired Assumed Business Name/LLP/Trademark

These types of registrations are valid for 5 years at a time.  When an assumed business name, limited liability partnership (LLP,) or trademark/service mark is expired, it can’t be renewed.  Instead, file a new application for the registration. 

• Visit the online filing portal at https://biz.sosmt.gov/.
• Sign into the site with your username and password.  If you don’t have an account, click “Login” and “Create an account.”
• Once signed in, go to the Forms section in the left side menu.  Choose the applicable form.  (The trademark application can be found by selecting the “Trademark” section, in gray at the top of the screen.)
• Complete the form, submit, and make payment. *If asked to use a ‘reserved name,’ mark ‘No.’  When expired, the name is not reserved.
• The filing will be reviewed, and an email notification will be sent when the filing is approved or if it needs revised.
• Log back into your account, then go to My Work Queue to obtain the approval documents or read the correction letter, if revisions are needed.

Please contact Business Services with any questions – (406) 444-3665.

File Online:

• Register a new business or maintain your existing business registration by signing into the online filing portal.
• Login with your username and password, or click the login button to create your user profile and sign in.
• Registering a new business? Start a new business application on the Forms page.
• Already registered? Search for your business record, then click on its name. Go to the Filing Actions button to find the form you need.

Please contact Business Services with any questions – (406) 444-3665.

You can access copies of your original articles of organization/incorporation/registration, as well as other filings on record, if your user account is linked to the business registration. Here’s how -

1. Visit the online filing portal at https://biz.sosmt.gov/.
2. Sign into the site with your user account.
3. Go to My Records in the left-side menu.
4. Click on the business name in My Records to open it.
5. On the right-side panel, at the bottom, click on View Filings.
6. Expand the selections, and you’ll see a download button for each filing. (Articles and original registration documents are labeled as “Initial Filing.”)

*If you don’t see the business in your records, please email [email protected] and request that we link the account. You’ll need to provide your username and the business name. (Please do not provide passwords.)

Please contact Business Services with any questions – (406) 444-3665.

Filing Portal Login

As of July 1, 2022, access to the online filing portal will no longer use ePass. You will need to create a new password to log in.

Instructions for creating an account:

• If you have accessed the online filing portal in the past, click the ‘Reset Password’ link, enter your current username and submit. A verification email will be sent with a link to set up your new password. Once you have created your new password, return to the login. Enter your username and new password.
• If you have never accessed the online filing portal, select ‘Create an Account’ and enter the required information.
• Click the Login button below to begin.

Instructions for LOGGING INTO an EXISTING account:

• Once you have verified your account email, you will be able to login into your portal account.
• Click the following link to access the login page.
• Enter your username and password to login.

Instructions for RESETTING YOUR ACCOUNT PASSWORD:

• Click the following link to access the login page.
• Click on the Reset Password link on the login page.
• Enter your username that you use to login to the online filing portal.
• An email will be sent to the email address under your account that will contain a link to send you to the reset password page.
• Enter your new password and confirm your password to reset it.

Instructions for RECOVERING YOUR USERNAME:

• Click the following link to access the login page.
• Click on the Forgot Username link on the login page.
• Enter your email address.
• An email will be sent to the email address that will contain your username(s) that you have registered.

Instructions for EDITING YOUR USER ACCOUNT INFORMATION:

• Once you are logged into the online filing portal, you will see your name and username in the upper right of the page.
• Click on your username / name and a dropdown will appear.
• Click the Edit My Account button to edit your account.
• You will be able to change your name, email, and contact details under this page.

Please contact Business Services with any questions – (406) 444-3665.

An Employer Identification Number (EIN) is also known as a Federal Tax Identification Number, and is used to identify a business entity. Please visit the IRS website at https://www.irs.gov/ for more information.

Please contact Business Services with any questions – (406) 444-3665.

To Request Business Certificates or Certified Copies of Business Documents:

1. Please access the online filing portal at https://biz.sosmt.gov/
2. Click “Login” and sign into the site with your username and password. (If you don’t have an account, click the “login” button, then “create an account.”)
3. Search for the business by name or folder ID.
4. In search results, click on the business name to open the record.
5. On the right, click “Request Information.” On the Request Details page, select “Certified Copies of Documents” or the business certificate you would like to request.
   • The fee is $10 for all document copies.
6. Pay with credit/debit card, or e-check.

Obtain Business Principal Extract Report

This will return all principals related to a specific business

1. Access the online portal here
2. Search for and select the business name
3. Click Request Information and follow the steps
4. Submit payment
5. Download the report

Obtain Principal Search Report

This will return specific principals associated to any business

1. Access the online portal here
2. Click on Forms
3. Click on the Request Business Information tab
4. Select Principal Search
5. Enter the required principal information
6. Submit payment
7. Download the report

Please contact Business Services with any questions – (406) 444-3665.

To Change Registered Agent/Office Address:

1. Visit the online filing portal at https://biz.sosmt.gov/
2. Sign into the site with your username and password.  (If you don’t have an account, simply click the login button and you’ll see where you can create one.  This is your user profile for the site.)
3. Search for the business by name or folder ID.
4. In search results, click on the business name to open the record.
5. In the slide out bar on the right, click on Filing Actions.
6. Scroll down to select and complete the “Registered Agent/Office Change by Entity.”

Please contact Business Services with any questions – (406) 444-3665.

To Change Principal Office Address:

1. Visit the online filing portal at https://biz.sosmt.gov/
2. Sign into the site with your username and password.  (If you don’t have an account, simply click the login button and you’ll see where you can create one.  This is your user profile for the site.)
3. Search for the business by name or folder ID.
4. In search results, click on the business name to open the record.
5. In the slide out bar on the right, click on Filing Actions.
6. Scroll down to select and complete the “Principal Office Address Change” form.

Please contact Business Services with any questions – (406) 444-3665.

The Montana Secretary of State’s office refunds payments under certain circumstances including, but not limited to:

• Technological errors
• Administrative errors

If you believe you have been overcharged and have not received a refund, please click here to submit a refund request.

To Renew a Mark:

1. Visit the online filing portal at https://biz.sosmt.gov/
2. Sign into the site with your username and password.  (If you don’t have an account, click the login button and you’ll see where you can create one.)
3. Use the Trademark search to look up the existing trademark record, either by name or ID number.
   • Be sure the top menu on the search screen is highlighted as ‘Trademark’ (and not Business).
4. In search results, click on the mark name to open the record.
5. Click on Filing Actions on the right to find and file the mark renewal.
   • The renewal will require a specimen of the mark showing it in use as stated in the original filing (ex. advertisements, website, products.)
6. Pay with credit/debit card, or e-check when submitting the filing.
7. When the renewal is approved, the system will send you an email.  That email will also give you instructions on how to login to your account and download your confirmation documents.

Please contact Business Services with any questions – (406) 444-3665.

To Register a Mark

1. Visit the online filing portal at https://biz.sosmt.gov/
2. Sign into the site with your username and password.  (If you don’t have an account, click the login button and you’ll see where you can create one.)
3. Once you’re logged in, click “Register a Trademark” in the Trademark box, then select “Registration of Mark (Trademark or Service Mark)” and “File Online.”
4. The form will open, and you will complete the application online.  Please read all the instructions and be sure to complete every form item that has a red *asterisk.  Click on the Question Mark icon to see more information about the fields on each page.
   • The application will require 3 specimens of the mark showing it in use as stated in the filing (ex. advertisements, website, products.)
5. Once the application has been completed, click the “FILE ONLINE” button to submit.
6. When the application is approved, the system will send you an email.  That email will also give you instructions on how to login to your account and download your confirmation documents.

Please contact Business Services with any questions – (406) 444-3665.

Subscription Services

A subscription service provides access to information with automatic payment deduction from the payment account.

Trademark Copies:
A monthly download of trademark images on file with our office.

Active New Business Entity Report:
A monthly report of all new businesses registered from the previous month.

Homeowner & Condo Association Report:
A report of all homeowner and condo associations registered with our office.

Nonprofit Corporation Report:
A report of all domestic and foreign nonprofit corporations registered with our office.

UCC Bulk:
A data export of all UCC filings registered with our office with image extracts.  Include a full bulk download and daily exports.

Corporate Bulk:
A data export for various criteria for all of our business information registered with our office.

Please contact Business Services with any questions – (406) 444-3665.