Montana Rewrote This Statute in 2019
Did you last register a company in Montana before 2019? Then you were working under a different act. The Montana Business Corporation Act enacted that year replaced the old certificate of authority for corporations with a Foreign Registration Statement. Section 35-14-1503 sets out what it has to say. The corporate name, or an alternate one if the name does not comply.
The jurisdiction of formation. The addresses of the principal office and of any office required at home. The Montana registered office address and the agent there. The names and business addresses of directors and principal officers. A brief description of the business to be conducted here. And a statement that the corporation has complied with its home organizational laws and exists in that jurisdiction.
Limited liability companies were left on the older architecture. They still apply for a certificate of authority under Mont. Code Ann. § 35-8-1003. Different names, same practical effect, and the same $70 fee. What both share is the absence of any requirement to produce a certificate from the home register. Montana takes your statement. That removes the document clock that dominates a Michigan or a Maryland filing. It makes Montana one of the two or three fastest registrations in the country to assemble.
Eleven exclusions, and one rule that reverses them
Section 35-14-1505 lists activities that do not constitute doing business here. Maintaining, defending, mediating, arbitrating or settling a proceeding. Internal affairs, including shareholder and board meetings. Maintaining accounts in financial institutions. Maintaining offices or agencies for the transfer, exchange and registration of the company's securities, or trustees or depositories for them.
Selling through independent contractors. Soliciting or obtaining orders by any means, if the orders require acceptance outside Montana. Creating or acquiring indebtedness, mortgages or security interests in property. Securing or collecting debts, enforcing security, and holding or maintaining property acquired that way. Owning real or personal property acquired incident to that debt enforcement. That last one holds if the property is disposed of within five years, produces no income, or is not used in a corporate function.
Conducting an isolated transaction completed within thirty days that is not one of a series. And doing business in interstate commerce.
Then read subsection 4. Most summaries omit it, and it reverses the presumption in one commercially important case. Except for the listed activities, a foreign corporation is doing business in Montana if it enters into a contract with the state of Montana, a state agency or a political subdivision. And it must register before entering that contract.
Contracts for goods fully prepared or services fully performed out of state, for delivery or use in Montana, are excluded. Are you bidding for Montana public work? Then registration is a condition precedent to the contract, rather than a consequence of winning it.
Five dollars a day, and a voidable contract
Montana's monetary penalty is modest and precisely drawn. Section 35-8-1002, subsection 4 makes a foreign limited liability company liable for a civil penalty of $5 for each day it transacts business here without a certificate of authority. The total cannot exceed $1,000 for each year. The attorney general collects it and pays it into the general fund. Five dollars a day is $1,825 a year on a straight count. So the $1,000 cap bites after about 200 days of trading.
The provision with real commercial force is not the money. Section 35-8-1002, subsection 6 and section 35-14-1502, subsection 4 cover the same ground. A contract between the state of Montana, a state agency or a political subdivision and an unregistered foreign company is voidable by the state, the agency or the subdivision. Not void. Voidable, at the public body's election. A contractor that wins a county job while unregistered has handed the county a unilateral exit for the life of the contract.
Working Through the Montana Filing
Everything is done through the Secretary of State's online portal. With no home-state document to chase, most of the effort goes into the agent and the name.
Montana registration at a glance
| Requirement | Montana position |
|---|---|
| Corporation filing | Foreign Registration Statement, MCA 35-14-1503 |
| LLC filing | Application for certificate of authority, MCA 35-8-1003 |
| Fee, either | $70 |
| Series LLC surcharge | $50 for each series member named |
| Home-state certificate | Not required |
| Expedited service | $20 for 24 hours, $100 for one hour |
| Annual report by April 15 | Waived |
| Annual report after April 15 | $35 |
| Reinstatement, LLC | $35 plus $35 for each delinquent year |
| Reinstatement, corporation | $30 plus $35 for each delinquent year |
Step 1: Check your home register, then skip the certificate
Neither Montana statute asks for a certificate. Section 35-14-1503, paragraph 7 requires a statement that the corporation has complied with the organizational laws in the jurisdiction where it is organized, and that it exists there. Section 35-8-1003, paragraph 7 says the same for a limited liability company. There is nothing to order and nothing to pay for.
That is not the same as nothing to check. You make the statement to the Secretary of State on the company's behalf, and it should be accurate. Look at your home register before you sign. Look especially hard if an annual report there is close to a deadline, or a franchise tax is outstanding.
Montana issues its own certificate of existence for domestic entities, and a certificate of authority document for registered foreign ones. Both cost $5. Our Montana certificate of good standing guide covers what those documents prove, and when a counterparty will want one.
Step 2: Check the name, or adopt an alternate in the filing
Montana will not register a name that does not comply with section 35-14-401 for corporations. Both statutes let you state an alternate name inside the registration itself, rather than making a separate application. That is a real convenience. The fallback is part of the same filing, not a second one.
Want a trading name protected on its own footing? Montana offers name registration at $10 a year, with renewal at the same rate. That is a cheap way to hold a mark on the register while you prepare a launch. Our Montana assumed business name guide covers the separate assumed name filing, and when it is worth doing.
Step 3: Appoint a Montana registered agent
Montana runs its agent rules through the model registered agents provisions in Title 35, chapter 7. Both the corporate and LLC registration statutes cross-refer to them. The practical requirements are the familiar ones. A Montana street address. A person or entity willing to receive service there during business hours. And a record kept current.
Montana charges nothing at all to file a statement of change of registered office or agent, for either entity type. That is unusual, and worth knowing when an agent relationship goes wrong. Our Montana registered agent guide covers eligibility. And changing a Montana registered agent costs nothing, but you still have to file it. File.Business acts as agent at $149 a year through our registered agent service.
Step 4: File the statement or the application
Corporations lodge the Foreign Registration Statement. Limited liability companies lodge the application for a certificate of authority. Both cost $70. A series LLC pays an additional $50 for each series member named in the filing. It must also include the operating agreement for each series. That is the one place Montana asks for more paper than anyone else.
Montana sells speed cheaply. Twenty-four hour processing is $20, and one-hour processing is $100. Against a $70 base fee, that is a proportionally large uplift and an absolutely small one. The one-hour tier is genuinely useful when the registration is a condition precedent to signing a Montana public contract. If nothing downstream depends on the date, standard handling is fine.
Step 5: Diary April 15 and treat the waiver as a trap
Every registered entity, domestic or foreign, files an annual report by April 15. The Secretary of State's published fee sheet reads: annual report before April 15, waived. Annual report after April 15, $35. Montana stopped charging for the on-time filing. That is generous, and it removes the invoice that would otherwise remind a finance team the filing exists.
Miss it and the $35 appears. Leave the report unfiled and the state eventually terminates the registration involuntarily. Reinstatement then costs $35 for a limited liability company or $30 for a corporation, plus $35 for each delinquent year. So three missed years is $135 to $140 in state fees before anything else. Our Montana annual report guide covers the filing, and our Montana reinstatement guide covers the route back.
Qualify to do business in Montana
We obtain the home-state certificate, prepare the application, and register you in Montana. Or keep reading and file it yourself.
What Happens If You Do Business in Montana Without Registering
Take the corporate provision first. Section 35-14-1502, subsection 2 says a foreign corporation doing business in Montana may not maintain a proceeding in any court of this state until it registers. Subsection 3 preserves the validity of its contracts and its right to defend. Subsection 5 confirms that shareholder and director limited liability is not waived merely because the corporation traded here unregistered. That is a reassurance several states do not give.
Subsection 4 is the sharp edge. Take a contract between the state of Montana, a state agency or a political subdivision and a foreign corporation that failed to register as required by section 35-14-1505, subsection 4. The state, the contracting agency or the contracting subdivision can void it. Section 35-8-1002, subsection 6 says the same for limited liability companies.
Now read it alongside section 35-14-1505, subsection 4, which makes entering a state or local contract an act of doing business in its own right. The effect is plain. An unregistered bidder who wins Montana public work has given the public body a right to walk away.
The money penalty applies to limited liability companies. Section 35-8-1002, subsection 4 sets $5 a day, capped at $1,000 for each year, collected by the attorney general. Over three years of unregistered trading that is a $3,000 maximum. Set that against a $70 registration, a $20 expedite and a waived annual report. No scenario makes not filing the cheaper option.
What staying registered costs
File the annual report on time and the recurring state cost is zero. The only real line is a commercial registered agent at roughly $99 to $300 a year. Changes of agent or office are free to file. Montana is the least expensive state in this batch to keep current, and by some distance.
Where cost appears is in recovery. Delinquent years accumulate at $35 each, and reinstatement adds its own fee on top. So a registration abandoned for four years costs $170 to $175 to revive, before anyone looks at the tax position. The cheapest state to maintain is not the cheapest state to neglect.
Montana Tax: What Is There and What Is Not
Montana is one of a small handful of states with no general sales tax. That removes an entire registration an out-of-state seller would need almost anywhere else. There is no statewide sales and use tax account to open. No exemption certificates to collect. And no returns to file. Certain resort communities levy local option taxes on specific categories, and selective taxes apply to lodging and rental vehicles. So the answer is not universally nothing. But for most businesses it genuinely is.
What remains is the Department of Revenue registration for what does apply. Employer withholding, once there is Montana payroll. Corporate income tax, for entities taxed as corporations. And pass-through entity obligations, for LLCs and partnerships with Montana-source income. Both registration statutes carry the standard warning that the corporate safe harbor has nothing to say about tax nexus. So being outside section 35-14-1505 does not put you outside the Department of Revenue's reach.
Does arrival in Montana change how an LLC is governed? Our Montana operating agreement guide covers what to record. And amending a Montana filing covers changes that must reach the register.
Three Montana Registrations in Practice
Example 01: a contractor registers before it bids, not after
Cascade Bore Utilities LLC, formed in Idaho, wanted to bid on a county water project near Bozeman. What we did: read section 35-14-1505, subsection 4 and its LLC equivalent. We concluded that entering the contract would itself be doing business. So we filed the certificate of authority application at $70, with $20 for twenty-four hour handling, before the tender closed.
Cost: $90 to the state, $149 for the agent, and nothing for a home-state certificate, because Montana does not want one. Time: next business day. Result: the bid went in from a registered entity. So the county had no voidability argument to hold over the contract for its four-year term.
Example 02: the waived annual report that nobody owned
A Washington outfitting company had held a Montana registration since 2020. The on-time annual report costs nothing, so no invoice ever reached accounts payable and nobody was assigned to it. Three consecutive April 15 deadlines passed.
What we did: filed the outstanding reports at $35 each and the reinstatement at $35, then confirmed the name was still available. Cost: $140 in state fees, for a filing that would have been free three times over. Time: eight business days. Result: reinstated, and the Montana date moved into compliance monitoring, where a zero-fee obligation is still an obligation.
Example 03: a seller who stayed inside the exclusions
A Utah outdoor equipment brand sold into Montana through two independent retailers. It shipped from a Salt Lake City warehouse, and accepted all orders in Utah. What we did: matched the facts against section 35-14-1505, subsection 1. Selling through independent contractors is excluded. So is soliciting or obtaining orders that require acceptance outside Montana.
No Montana employees. No Montana inventory. No state contracts. Cost: nothing filed. Result: no registration, plus a written file note recording the analysis. We also left a standing instruction. The answer changes the moment the company hires in Montana or bids for public work.
Five Mistakes That Cost Montana Filers Money
Montana's traps are unusual, because the filing is so cheap and so quick. Almost all of them are about what happens afterwards, or about public contracts.
Mistake 1: Ordering a certificate Montana does not want
Filers working from a national checklist order a home-state certificate of good standing. They wait for it and pay for it. Then they find that neither section 35-14-1503 nor section 35-8-1003 asks for one. It is a wasted fee and a wasted week on the schedule. Read the statute, sign the compliance statement, and file.
Mistake 2: Filing a separate alternate name application
Both statutes let you state the alternate name inside the registration itself. Filers who assume a conflict requires a separate application pay for a name reservation or an assumed business name filing they did not need at that point. Search first. If there is a collision, put the alternate name into the registration.
Mistake 3: Leaving a stale agent in place because the change is free
Montana charges nothing to file a statement of change of registered office or agent. That ought to make agent records the most accurate in the country. Instead it makes them among the least. A free filing has no approval workflow and no owner. So when the agent moves or resigns, file the change the same week. Service on a stale record still works perfectly well for the person suing you.
Mistake 4: Treating a waived fee as no filing
The Montana annual report costs nothing before April 15. You still have to file it. Companies read the word waived on the fee sheet and conclude the obligation was abolished, rather than the charge. Three years later the state terminates the registration, and the reinstatement bill arrives with $35 for each delinquent year attached.
Mistake 5: Winning Montana public work while unregistered
Section 35-14-1505, subsection 4 makes entering a contract with the state, a state agency or a political subdivision an act of doing business. It requires registration before the contract is entered. Sign first and register afterwards, and the public body can void the contract under section 35-14-1502, subsection 4. That is a live commercial risk for the whole term, not a technical defect. And it is the single most consequential Montana rule in this guide.
Withdrawing From Montana
Montana charges nothing for a certificate of withdrawal, for either entity type. That removes any excuse for leaving a dormant registration open. An abandoned registration keeps the April 15 obligation alive. It accrues $35 for every delinquent year. And it eventually terminates, in a way you have to reverse if the group ever needs Montana again.
File the withdrawal. Close the Department of Revenue accounts with final returns. And keep the agent appointed until the record is updated. Our Montana dissolution guide covers the wind-down and the order it should run in.
How File.Business Handles a Montana Registration
The Montana file is short. So we spend the time on the two questions that actually carry risk. First, is a Montana public contract in prospect? That changes registration from a follow-up task into a condition precedent. Second, who owns the April 15 date? A zero-fee filing has no natural owner inside a finance function.
Beyond that, the work is routine. We check the home register before anyone signs the compliance statement. We clear the name, stating any alternate in the filing itself. We appoint a registered agent. And we lodge the $70 filing, using a $20 or $100 expedite only where a real deadline justifies it. Registered agent service is $149 a year flat. Transactional detail for this state is on our Montana foreign qualification page.
File.Business is a private filing service rather than a law firm. On Montana public procurement we will tell you what the statute says about voidability. We also recommend that counsel reviews the contract itself.
Where Montana sits in a multi-state portfolio
Montana is the cheapest state in this batch on every axis except neglect. Seventy dollars in. No certificate to chase. Free agent changes. A waived annual report. And a one-hour service tier for $100. It is the state you should register in first when you are unsure. The cost of being wrong the other way is a voidable public contract and a $1,000 a year penalty meter.
The only discipline it demands is remembering a filing that never sends an invoice. That is exactly the kind of obligation a single compliance calendar exists to hold. Our foreign qualification service handles Montana in one pass, alongside states that do want home-state certificates.
Montana Foreign Registration FAQ
Answered against the Secretary of State fee sheet and the Montana Code Annotated 2025 as they stand in August 2026.
Does Montana require a certificate of good standing from our home state?
No. Section 35-14-1503 for corporations and section 35-8-1003 for limited liability companies both require only one statement. That the company has complied with the organizational laws of the jurisdiction where it was organized, and that it exists there. There is no document to order. That makes Montana one of the quickest registrations in the country to assemble.
What does it cost to register an out-of-state company in Montana?
Seventy dollars, for either a corporation filing a Foreign Registration Statement or a limited liability company applying for a certificate of authority. A series LLC pays an additional $50 for each series member named in the filing. Twenty-four hour processing adds $20, and one-hour processing adds $100.
What is the Montana annual report deadline and fee?
The annual report is due by April 15. The Secretary of State fee sheet shows the on-time filing as waived, and a report filed after April 15 costs $35. A waived fee does not remove the obligation to file. And the state eventually terminates a registration left unreported.
What is the penalty for transacting business in Montana without authority?
A foreign limited liability company is liable under section 35-8-1002 for a civil penalty of $5 for each day, not exceeding $1,000 for each year. The attorney general collects it. Both corporations and limited liability companies are also barred from maintaining a proceeding in a Montana court until they register.
Do we have to register before bidding for Montana public work?
Yes, and this is the most commercially important rule in the Montana statute. Section 35-14-1505, subsection 4 makes entering a contract with the state of Montana, a state agency or a political subdivision an act of doing business here. The company must register before entering the contract. A public body can void a contract signed by an unregistered company.
Does Montana have a sales tax we need to register for?
Montana has no general statewide sales tax, so there is no sales and use tax account to open. Some resort communities levy local option taxes, and selective taxes apply to lodging and rental vehicles. Employer withholding and corporate income tax registrations with the Department of Revenue still apply where the facts call for them.
Can File.Business handle the Montana registration?
Yes. We check the home register before signing the compliance statement. We clear the name and state any alternate inside the filing. We appoint a Montana registered agent. We lodge the $70 filing, using an expedite tier only where a real deadline justifies it. And we hold the April 15 annual report as a standing item, because a waived fee generates no invoice to remind anyone.
Ready to foreign-qualify in Montana?
File.Business handles the entire Montana foreign qualification process: home-state COGS, name conflict search, Application for Certificate of Authority filing, $70 state fee, Montana registered agent service, and ongoing compliance monitoring. One engagement, end to end.
Filing this yourself in Montana: our Montana foreign qualification page carries the current $70 fee, the expedite tiers and the filing each entity type uses.
Checked in August 2026 against the Montana sources below. The Secretary of State revises the fee sheet from time to time and the annual report waiver is a policy choice rather than a statutory one, so confirm both before you rely on them.
Disclosure. File.Business is a private filing service, not a government agency and not a law firm. We prepare and submit filings at your direction, and nothing on this page is legal or tax advice. Filing fees, deadlines, and statutory references are current as of the last-updated date shown above and can change. Confirm current requirements with the relevant state agency before you file.
