Are you ready to stop doing business with your Montana corporation, but you’re not sure how the official dissolution process works?
The state of Montana requires corporations to file documentation of a dissolution, which can differ depending on a couple of key factors. What are these factors, and what does the dissolution process include? In this guide to dissolving a Montana corporation, we’ll break down all the relevant details.
If at any point you need help, you can use a service like Incfile or Northwest Registered Agent to handle the process for you.
Rocket Tip: Most company formation services are also able to dissolve your entity for a small fee. They’ll take care of the paperwork so you can move on. Two popular options are LegalZoom and Incfile.
What Does It Mean to Dissolve a Corporation?
In any state, there is a series of steps that needs to be followed in order to properly dissolve a corporation. While this process does vary some from state to state, for the most part it’s necessary to follow this basic plan (unless your corporation has not yet issued shares or started doing business, which we’ll get to shortly):
- Hold a board of directors meeting and formally move to dissolve your corporation. The resolution to dissolve must be agreed upon by a majority of the corporation’s directors. Depending on your corporation’s structure, you may then need to take the vote to your shareholders. Either way, it’s important to take detailed records of this process for your corporate record.
- File the Articles of Dissolution For Profit Corporation with the Montana Secretary of State.
- Fulfill all tax obligations with the state of Montana, as well as with the IRS.
- Cancel any relevant licenses and permits, along with closing your business bank account.
- Notify customers, vendors, and creditors of your dissolution.
Most of these steps are fairly self-explanatory, but where many corporation owners run into some confusion is when it comes to the Articles of Dissolution For Profit Corporation. With that in mind, let’s dive into the details of this step.
How to Dissolve a Montana Corporation by the Board of Directors
Most corporations must be dissolved by the board of directors, and we discussed the necessity of holding a meeting to reach this resolution in the previous section.
After this meeting, you will need to file the Articles of Dissolution For Profit Corporation with the Secretary of State, which you can download from the Secretary of State’s website. This form requires the following information:
- Corporation name
- Date of dissolution authorization
- Method of dissolution authorization (Board of Directors vs. shareholders)
- The number of votes cast for/against dissolution (if applicable)
- An attached certificate from the Department of Revenue stating that all taxes have been paid (this can be acquired by filing the Application for Tax Clearance with the Department of Revenue)
- Signature of corporate officer or chair of the board
Before you file the Articles of Dissolution, you will need to obtain a Tax Certificate from the Department of Revenue. There is no filing fee to do this, so you simply need to fill out the Application for Tax Clearance and mail the form to the following address:
Montana Department of Revenue
Attn: Certificates
PO Box 5805
Helena, MT 59604-5805
Once you have received your Tax Certificate (which generally takes about 2 weeks), you can file the Articles of Dissolution For Profit Corporation with the Secretary of State. This form must be accompanied by a $15 check (plus $20 for expedited service) made payable to the “Secretary of State.” Finally, you can mail the form and check to this address:
Montana Secretary of State
P.O. Box 202801
Helena, MT 59620-2801
Typically, the Secretary of State will process the Articles of Dissolution in 10 days or less. If you pay for expedited processing, your corporation will be dissolved in 24 hours.
How to Dissolve a Montana Corporation by the Incorporators
Sometimes, entrepreneurs need to dissolve their corporation before shares are issued or any business is transacted. In this situation, the incorporator will need to take responsibility for dissolving the corporation.
The process for dissolving a Montana corporation prior to commencing business or issuing shares is the same. You will still need to obtain a Tax Certificate from the Department of Revenue, and then file the Articles of Dissolution For Profit Corporation (Tax Certificate attached) with the Secretary of State.
As stated previously, there is no fee to file the Application for Tax Clearance, but you will need to write a $15 check payable to the “Secretary of State” in order to file the Articles of Dissolution. The Application for Tax Clearance and Articles of Dissolution For Profit Corporation should be mailed to the following addresses, respectively:
Montana Department of Revenue
Attn: Certificates
PO Box 5805
Helena, MT 59604-5805
Montana Secretary of State
P.O. Box 202801
Helena, MT 59620-2801
You will need to wait about two weeks to receive your Tax Certificate, and then it will take an additional 7-10 business days for the Secretary of State to process the dissolution, unless you pay for 24-hour processing.
What Else Do I Need to Know About Dissolving a Corporation in Montana?
In Montana, you have 120 business days to revoke your dissolution. During this time, the state protects your business name so that no one else can claim it. You can revoke the dissolution by filing the Articles of Amendment.
It is also possible for the state to administratively dissolve your corporation. This can happen if you fail to file the annual report within 200 days of the deadline. If this happens, the state of Montana gives you up to 5 years to reinstate your corporation. To do this, you must pay a $30 fee for reinstatement, and $30 for each delinquent annual report.
Conclusion
Dissolving a Montana corporation requires two separate filings, one with the Department of Revenue and one with the Secretary of State’s office. The process is the same whether or not your corporation has commenced business or issued shares.
Either way, it’s crucial that you complete each step discussed in this guide accurately, because you certainly don’t want to run into any issues with the dissolution process.
We hope this guide helped you answer any questions you might have had about dissolving a Montana corporation!