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Montana → Delaware Migration

Move LLC from Montana to Delaware.

Most early-stage venture capital term sheets require Delaware C-Corp or, at minimum, a Delaware-domiciled LLC that can convert during the financing. Founders typically discover this during Series A diligence and need to migrate the entity before the deal closes. Montana authorizes outbound LLC domestication. The path is: file the Montana departure paperwork (typically a Certificate of Withdrawal or Articles of Dissolution upon Domestication) plus the Delaware Certificate of Domestication and Certificate of Formation. Same EIN preserved. Plan 6 to 12 weeks for end-to-end migration including tax clearance, document refresh, and the contract-and-banking carryover.

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NSWDEDOMESTICATION PATH OPENMONTANA → DELAWARE
Montana → Delaware essentials

What moving your LLC from Montana to Delaware involves.

Montana → Delaware path

Montana authorizes outbound LLC domestication. The path is: file the Montana departure paperwork (typically a Certificate of Withdrawal or Articles of Dissolution upon Domestication) plus the Delaware Certificate of Domestication and Certificate of Formation. Same EIN preserved.

Why Delaware for VC

Delaware corporate law is the deepest and most-tested in the country. The Delaware Court of Chancery hears business disputes without juries, with experienced judges and predictable case law. Most VCs prefer this consistency; some refuse to invest outside it.

EIN preservation

Statutory domestication preserves the same federal EIN because the entity is legally continuous. Statutory merger MAY require a new EIN depending on how the merger is structured. Domestication is preferred where available; merger is the fallback.

Montana tax clearance often required

Montana typically requires tax clearance (final returns, paid franchise tax, no outstanding compliance issues) before issuing the Certificate of Withdrawal that lets you complete the migration. Start the clearance process EARLY: it is the most common bottleneck.

Delaware franchise tax begins

Delaware LLCs owe a $300 flat annual franchise tax (due June 1 every year) regardless of revenue. Plan this into your post-migration cost stack. Delaware also requires a Registered Agent with a Delaware address; we provide one.

LLC vs C-Corp question

Most VC term sheets specifically require a Delaware C-Corp, not a Delaware LLC. The full migration path is often: domesticate the LLC to Delaware FIRST, then statutorily convert to a Delaware C-Corp before the financing closes. Many founders skip the intermediate step and form a new Delaware C-Corp directly via merger.

How it works

A clean handoff, in 7 steps.

Confirm the strategic reason

Delaware is the right destination if you are taking institutional venture capital or planning IPO. For non-VC small businesses, the move usually adds compliance cost without proportional benefit.

Verify Montana permits the path

Montana authorizes outbound LLC domestication. The path is: file the Montana departure paperwork (typically a Certificate of Withdrawal or Articles of Dissolution upon Domestication) plus the Delaware Certificate of Domestication and Certificate of Formation. Same EIN preserved.

Get Montana tax clearance

Final Montana returns, paid franchise tax, no outstanding compliance issues. Montana will not let you depart cleanly until tax clearance is complete. This is the most common bottleneck: start early.

Draft the Plan of Domestication or Merger

Internal corporate document that defines the effective date, member approval, and the Delaware destination entity. Member voting follows the Operating Agreement; supermajority is common.

File Delaware paperwork

Certificate of Domestication + Certificate of Formation filed with the Delaware Secretary of State. State fee passes through. Delaware typically processes in 1-3 business days.

File Montana departure paperwork

Certificate of Withdrawal (or Articles of Dissolution upon Domestication) filed with the Montana SOS. References the Delaware inbound filing for continuity.

Update Delaware Registered Agent + post-move chrome

Delaware Registered Agent engaged (we provide one). Operating Agreement updated to Delaware governing law. Business banking notified of the new state of formation. Contracts reviewed for state-specific language.

Pricing

Know your cost before you file.

Pricing for this service and any state fees are laid out in one place on our pricing page, passed through at cost with no markup. See exactly what your filing costs before you commit.

See pricing →
FAQ

Common questions.

Why do VCs want my LLC in Delaware?

Investors favor Delaware because its corporate law is the most developed and predictable in the country, its Court of Chancery resolves business disputes quickly with expert judges, and standard financing documents assume a Delaware entity. For a venture-track company, being in Delaware removes friction at the term-sheet stage. Note that most VCs ultimately want a Delaware C-corporation, not an LLC.

Can I move my Montana LLC directly to Delaware?

Often yes, through domestication (sometimes called conversion), which moves the entity itself from Montana to Delaware in one legal step, keeping its history, EIN, and contracts. It works only if both Montana and Delaware allow domestication; where one does not, the alternative is forming a Delaware entity and merging the Montana one into it. We confirm which path Montana supports before you commit.

How long does the Montana to Delaware migration take?

It depends on both states' processing times and whether Montana requires tax clearance first. Getting a Montana tax clearance or good-standing certificate is often the longest step, so we start it early. Once the paperwork is ready, the Delaware and Montana filings themselves move relatively quickly, and we give you a realistic combined timeline up front rather than a guess.

Will my LLC keep the same EIN after moving to Delaware?

With a true domestication, yes: because it is the same legal entity relocating, the EIN, bank accounts, and contracts generally carry over. If instead you have to form a new Delaware entity and merge, the EIN treatment can differ, which is one reason domestication is preferable where Montana allows it. We flag the exact tax implications for your situation before anything is filed.

What is the Delaware franchise tax for an LLC?

A Delaware LLC pays a flat annual franchise tax, a fixed amount rather than one based on income, plus its registered agent fee, as the ongoing cost of being domiciled there. Delaware corporations are taxed differently and often more, based on shares. Factor the recurring Delaware cost into the move, not just the one-time filings; current figures are on the pricing page.

Should I move to Delaware as an LLC or convert to a C-Corp first?

If you are raising priced venture rounds, investors will almost certainly want a Delaware C-corporation, so moving as an LLC may just be an interim step. Some founders domesticate to a Delaware LLC now and convert at the financing; others convert directly. The right sequence depends on your timeline and tax picture, and we map it with you rather than guessing.

Will my Delaware LLC need to register as a foreign LLC in Montana?

If you still do business in Montana after moving the entity to Delaware, yes: you register the Delaware LLC as a foreign entity in Montana and keep a Montana agent. That is the trade many founders overlook, since relocating the domicile does not remove your Montana obligations if operations stay there. We handle the Montana foreign qualification as part of the move.

Do my customer contracts transfer to the Delaware entity?

With a domestication they generally do, because the entity is the same one continuing under Delaware law, so contracts, licenses, and accounts stay in place. In a form-and-merge approach, some counterparties may need notice or consent. We choose the path that keeps your existing agreements intact wherever Montana allows it, so a legal move does not disrupt your business.

How much does the Montana to Delaware migration cost?

The cost combines the Delaware filing fees, any Montana departure and tax-clearance fees, a Delaware registered agent, and our service. It runs more than a simple formation because two states are involved. Current amounts are on the pricing page, and we itemize the Montana and Delaware pieces separately so there are no surprises mid-move.

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