Dissolution of a Business
Voluntary Dissolution. If you decide you want to
dissolve your Montana corporation, you must file Articles of Dissolution with
the Secretary of State's Office. If you change your mind, you have 120 days
from the dissolution date to revoke the dissolution. If you decide to dissolve a
Montana limited liability company, you must file Articles of Termination with
the Secretary of State's Office.
Expiration of Existence. Some businesses have a
specified term of existence in their articles of organization or incorporation.
In those cases, the Secretary of State will send a reminder to the registered
agent to let the business know that the date of expiration is approaching. The
business may file Articles of Amendment to extend its life, or it will cease to
exist.
Involuntary Dissolution. If a Montana corporation or
limited liability company fails to file an Annual Report with the Secretary of
State's Office by December 1 each year, the Secretary of State, after sending
a reminder, may dissolve the business.
If you want to be "reinstated" after being
involuntarily dissolved, you must file an Application for Reinstatement within
five years of dissolution. A Title 15 Tax Clearance Certificate from the Montana
Department of Revenue must accompany your application. You also must file any
past-due Annual Reports and pay any penalties that have accrued.
Suspension. Corporations that fail to file tax
returns with the Department of Revenue for five consecutive years will be
suspended or will forfeit their right to do business in Montana. The corporation
must pay its delinquent taxes within 60 days of receiving notice from the
Department of Revenue or it will be dissolved or revoked by the Secretary of
State.
A corporation that has been suspended or forfeited can file
an Application for Reviver with the Secretary of State after proving that
delinquent taxes and penalties have been paid and appropriate tax returns have
been filed with the Department of Revenue.
Special Circumstances. Some types of businesses may
dissolve under special circumstances. For example, a limited liability company
may dissolve if a member withdraws from the arrangement and the remaining
members cannot agree on whether to continue in business. Limited liability
partnerships and limited partnerships will lose their liability protection
unless they re-register every five years.
For other conditions that may affect your business, consult an attorney and/or Title 35 of the Montana Code Annotated.
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