How to Dissolve an LLC in Montana

Dissolving a business often involves complex procedures. However, for a limited liability company in Montana, dissolving it takes a handful of paperwork. When an LLC is formed in Montana, the owner(s) draft the operating agreement. If the owner(s) decide to dissolve the business, the dissolution takes place following the articles mentioned in the operating agreement.

In this article, LLCBuddy editors shared the ins and outs of dissolving an LLC in Montana. LLCs must file the Articles of Dissolution with the Montana Secretary of State like the formation certificate was filed at the time of forming an LLC in Montana. It takes a few days to process and a handful of fees to be paid to the SOS. Many people hire a professional service to do the paperwork to process it hassle-free.

At the time of forming an LLC, an operating agreement draft must be written. Generally, the process of dissolution takes place following the operating agreement (read: Montana LLC operating agreement). Before the dissolution process, there are a few things to consider in the LLC.

First, make sure all the members of the LLC agree to dissolve the business. Once all the members are ready, their consent should be recorded via voting. After casting their vote in favor of the dissolution, the legal process must be started.

Dissolution of Montana LLC requires three broad procedural steps. Having a Montana LLC Operating Agreement, closing all the tax accounts, and finally submitting the Articles of Dissolution form to the Montana Secretary of State.

Step 1: Follow the LLC Operating Agreement in Montana

When you have started an LLC as a business entity, then there is an operating agreement that is formed. There are complete details of how the company will function and grow in that operating agreement, which acts as a comprehensive guide. There is also a dissolution process, which is added to your agreement. The common dissolution steps that almost every LLC follows are:-

First of all, the dissolution vote will take place among the LLC members in the dissolution meeting. If the majority is with the YES, then the process goes into legal proceedings.

All the dissolution votes will be noted down and recorded with the minutes of the meeting or a consent form.
After that, a formal date for dissolving the LLC will be decided.
The next step is counting the LLC assets and dividing them among the stakeholders and members accordingly.
Finally, the creditors of the business are notified, and the debts of the business are settled.

This is a general process. However, it is strongly recommended to seek professional help to avoid any complications when it comes to terminating an LLC in Montana.

Get a Professional Agent Service

When it comes to a limited liability company dissolution, it is important to get professional help. Montana registered agent will guide you with everything you need to close your limited liability company. While choosing a registered agent make sure they have a physical street address in the state. A professional service provider helps you to file the Article of Dissolution and close your various tax accounts without any hassle. Below are the best LLC services in Montana that we strongly recommend for you.

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Step 2: Close All Tax Accounts

Every action that an official business takes is legally bound to some minimum business taxes. For that, various accounts, especially business entity tax accounts, are maintained by the state government with the help of various departments. You should consider all the taxes that you have paid for your LLC’s duration and make a list of them.

You must contact all government entities and clear the amount of outstanding taxes due by the date you have decided to dissolve. All the taxes must be paid in advance so that you don’t face any issues in the process of shutting down your LLC.

Some of the common taxes that limited liability companies have to pay are:

Unemployment insurance tax
Employee withholding tax if your LLC has employees.
If your LLC is engaged in selling taxable goods then they are liable to pay the sales and use tax.

Most of these taxes are normally filed, but some departments require official paperwork, without which it is impossible for the business to close their accounts. Apart from business taxes, federal taxes, personal income taxes, and franchise taxes are to be considered. For the franchise taxes, a franchise tax form is required. That is why the LLC owner should go through the sales tax guide and hire an accounting service.

Tax clearance

While dissolving the Montana LLC, the owner is not required to obtain a tax clearance certificate. However, if you have filed federal taxes, then you must go through the final return option on your IRS form.

The IRS form for the LLCs that are classified as partnerships is Form 1065, and those LLCs who have registered themselves as corporate should check IRS Form 1120.

BOI Reporting

If you’re going to dissolve your LLC this year, make sure to update your BOI reporting. From January 1, 2024, the Financial Crimes Enforcement Network (FinCEN) implied a rule to all businesses, including LLCs in Montana to file the BOI Report. The Beneficial Ownership Information (BOI) in Montana is a report that states about in and out of the company. This report must be up-to-date and submitted to the FinCEN before you proceed to the dissolution.

Step 3: File Articles of Dissolution

There is a list of dissolution documents that you, as an LLC owner, have to file. Once these articles are filed, the legal existence of the LLC will be over. Like a Montana Articles of Organization, one has to file Montana LLC Articles of Organization. The dissolution procedure and filing the articles of dissolution form is very easy and is discussed below.

First of all, the LLC owner(s) has to file the Article of Dissolution. There are multiple methods of filing available, such as filing by mail, in-person drop, or/and online filing.
You can follow the filing instructions on the official portal so that the steps for dissolution will be easier to complete.
For offline filing, LLCs must download the form and submit it to the Montana Secretary of State physical office along with the state filing fee.
If you want to dissolve Montana Foreign LLC then look for the Foreign LLC Dissolution process.
You must fill in all the important and legal information in the form, so you should be extra careful.
After filling in all the important information, you must choose the mode of payment you want to use to pay the LLC dissolution filing fees.
After filling in every detail, one should submit the form through an official mail address and make a payment.

Filing	Forms and Details
Online Applications	Sign in to SOS
Offline Applications	Not Applicable
SOS Contact (if offline application is available)	State Capitol, Room 260 ~ PO Box 202801 Helena, Montana 59620-2801
Filing Time	7 working days to 10 working days
Filing Fee	$0 (there is no fee charged for dissolution). $20 for one-day expedited filing. $100 for one-hour filing.

The LLC you own is dissolved, and you are free from all the liabilities linked with the LLC and its taxes. A copy of both original articles and recorded articles should be submitted in front of the probate judge. Now it’s his call whether he accepts your expedited dissolutions or not.

Points to Be Noted When Dissolving an LLC in Montana

Apart from these three steps, no major dissolution rules are there in Montana. However, there are some other tasks one has to keep in mind while dissolving an LLC legally.

Winding Up

Some purposes of LLC require some attention even after dissolution, known as winding up. The task of winding up includes.

For a certain period, the property of a business requires preservation.
If there is any civil case against the LLC, then the owner needs to finish them.
Settle all the existing disputes of LLC.
Transfer all the property of the LLC to the names of partners.
Release all the liabilities that the LLC owes to others.
Rightful distribution of all the assets among members, according to their percentage of partnerships.

Cost of Dissolving LLC

LLC costs in Montana include the formation as well as dissolution fees. To dissolve an LLC in Montana, LLCs have to file an Article of Dissolution. The filing fee is $0 (there is no fee charged for dissolution). $20 for one-day expedited filing. $100 for one-hour filing.. The details are mentioned in the articles of dissolution filing form. Following are the ways to pay for the dissolution,

You can select a payment pick-up option.
There is an option for direct account transfer through your prepaid accounts.
LLC owners can also use their Credit cards, providing their complete details and types. Along with that, an original signature is required to authorize the transaction the state will make.

After Dissolving Your LLC

After you dissolve an LLC in Montana, you can reinstate or revive the same within a given time. In Montana, the LLC name will be available up to the time till SOS dissolves the LLC completely. After this, the name will be available to other LLCs. Besides, you might revive or reinstate the LLC in Montana if that is available. According to the Montana SOS, you can revive your LLC within 5 years.

Reasons Behind Dissolving an LLC in Montana

People always think they can leave the company without any notice and there will be no issue. But if you have an LLC that you created with a legal obligation, it needs to be ended that way. Yes, if someone will dissolve an LLC in Montana, they will have to do it while taking care of the government. For dissolving the company, there is always a reason. The reason can be voluntary or involuntary too. Let’s get to know about the involuntary reasons,

If the company was caught doing illegal business.
If the company’s member died due to some reason or went bankrupt.
The dissolution will be mandatory if the assets of the business are used unwisely.
If the time being of the company was already determined in the will, then the company will go into dissolution at that time.

Top Businesses in Montana

With the population of 1,112,668, Montana is one of the favorable places to start an LLC. According to several reports, starting an LLC for Travel Agency can be profitable as various places in the state showed steady growth in this business over the past few years. On the other side, based on the city or region you’re going to start your LLC, you can decide the type of business to start. Following are the top 5 businesses you can start in Montana.

Travel Agency
Tour Guide Service
Car Detailing Business
Dog Breeding Business
Towing Company

Montana LLC Dissolution Review – A Quick Recap

Here’s a recap of the steps you must follow when dissolving your Montana LLC. Click on the steps in this list if you want to read the full details.

Follow Your Montana LLC Operating Agreement: Remember that when you started, you created an operating agreement. Use this agreement as a guide in proceeding with the dissolution of your LLC.
Close All Tax Accounts: Make sure you close all your tax accounts to avoid incurring further costs.
File Articles of Organization: File the article of dissolution to make it known to the state where your LLC operates that you are indeed no longer in business.

FAQs

How do I dissolve my LLC in Montana?

To dissolve an LLC in Montana, you must file Articles of Dissolution with the Secretary of State.

Do I need to notify the Montana Department of Revenue when dissolving my LLC?

Yes, you must notify the Montana Department of Revenue when dissolving your LLC.

Can I dissolve my Montana LLC online?

Yes, you can dissolve your Montana LLC online by filing the necessary forms on the Secretary of State’s website.

What is the filing fee for dissolving an LLC in Montana?

The filing fee for dissolving an LLC in Montana is $15.

Do I need to pay any outstanding taxes or fees before dissolving my Montana LLC?

Yes, you must pay any outstanding taxes or fees before dissolving your Montana LLC.

How long does it take to dissolve an LLC in Montana?

The processing time for dissolving an LLC in Montana is typically 5-7 business days.

Can I reinstate a dissolved LLC in Montana?

Yes, you can reinstate a dissolved LLC in Montana by filing the necessary forms and paying the required fees.

What is the process for dissolving a foreign LLC in Montana?

To dissolve a foreign LLC in Montana, you must file a Certificate of Withdrawal with the Secretary of State.

Do I need to publish a notice of dissolution for my Montana LLC?

No, you do not need to publish a notice of dissolution for your Montana LLC.

Can I dissolve my Montana LLC if it still has outstanding debts?

Yes, you can dissolve your Montana LLC even if it still has outstanding debts, but you will still be liable for those debts.

What forms do I need to file for dissolving an LLC in Montana?

You will need to file the Articles of Dissolution form provided by the Montana Secretary of State.

Is there a fee to dissolve an LLC in Montana?

Yes, there is a filing fee to dissolve an LLC in Montana. The current fee is $20.

Can I dissolve my LLC online in Montana?

Yes, you can file for dissolution online through the Montana Secretary of State’s website.

Do I need to notify the state tax authorities when dissolving an LLC in Montana?

Yes, you will need to notify the Montana Department of Revenue when dissolving your LLC.

Do I need to cancel my Montana LLC’s business licenses and permits when dissolving?

Yes, make sure to cancel all business licenses and permits associated with your LLC in Montana.

Do I need to notify my Montana LLC’s creditors when dissolving?

Yes, it is recommended to notify creditors and settle any outstanding debts before dissolving your LLC in Montana.

Can I revive my dissolved LLC in Montana if I change my mind?

Yes, you can reinstate a dissolved Montana LLC by following the Secretary of State’s reinstatement process.

Can I change my mind after filing Articles of Dissolution for my Montana LLC?

Unfortunately, once the Articles of Dissolution are filed, the dissolution process is irreversible.

What happens to my Montana LLC’s assets and liabilities when dissolving?

You will need to settle all remaining debts and distribute assets to members during the dissolution process.

Can I dissolve my Montana LLC if it is still in business?

Yes, you can choose to dissolve your LLC in Montana even if it is still in business.

Do I need to file a final tax return for my Montana LLC when dissolving?

Yes, you must file a final tax return with the Montana Department of Revenue for your dissolved LLC.

How do I notify employees and business partners about dissolving my LLC in Montana?

It is important to officially notify employees and business partners of the dissolution of your Montana LLC.

Can I transfer any remaining business contracts to another entity before dissolving my Montana LLC?

Yes, you can transfer business contracts to another entity before officially dissolving your Montana LLC.

What steps can I take to ensure a smooth dissolution process for my Montana LLC?

Plan ahead, settle all debts, notify stakeholders, and follow the state guidelines for LLC dissolution in Montana.

Can I dissolve my Montana LLC without a unanimous vote of the members?

The operating agreement of your Montana LLC will dictate the voting requirements for dissolution.

Do I need to file a certificate of dissolution from the Montana tax authorities?

You must complete and file final tax returns with the Montana Department of Revenue before dissolving your LLC.

How do I distribute assets to LLC members during the dissolution process in Montana?

Assets should be distributed according to the LLC’s operating agreement or by following member voting guidelines.

Can I transfer my Montana LLC’s EIN to another entity before dissolving?

A new entity will need to apply for a new EIN with the IRS, as EINs are not transferable.

What happens if I do not properly dissolve my LLC in Montana?

You may still be responsible for annual reports, taxes, and fees if you do not officially dissolve your LLC in Montana.

Do I need to notify Montana customers and clients about dissolving my LLC?

It is a good practice to notify customers and clients of the forthcoming dissolution of your Montana LLC.

In Conclusion

Dissolving a business is not an easy task as a lot of homework is involved with the process. The official process might have only a few steps, however, before and after dissolving the LLC, there might be a lot of other tasks. In this case, it is highly recommended to get a professional service. If you are looking to file an LLC at $0, then ZenBusiness is your answer.

Limited liability companies reduce owners’ personal liability. Having an LLC is quite cost-effective. However, if it is required to close down the business, then the dissolution process should be done legally. This article shared the general steps. Let us know if you have any queries.