Dissolution of a Business

• Voluntary Dissolution
• To Revoke Your Dissolution
• Involuntary Dissolution
• Suspension
• Special Circumstances

Voluntary Dissolution. If you decide you want to dissolve your Montana corporation, you must file one of the documents below with the Secretary of State's Office.

• Limited Liability Companies
• Domestic: Articles of Termination
• Foreign: Certificate of Withdrawal ¶
  
  
• Profit Corporations
• Domestic: Articles of Dissolution ¶
• Foreign: Certificate of Withdrawal ¶
  
  
• Nonprofit Corporations
• Domestic: Articles of Dissolution
• Foreign: Certificate of Withdrawal
  
  
¶ IMPORTANT: These filings also require a Title 15 Tax Certificate.

To Revoke Your Dissolution. If you change your mind, you have 120 days from the dissolution date to revoke the dissolution of the following types of business entities. To do this you must file Articles of Amendment:

• Domestic
• Profit Corporation
• Nonprofit Corporation

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 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. A Title 15 Tax Certificate from the Montana Department of Revenue must accompany your application.

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.

How to Cancel:

• Assumed Business Name
• Limited Liability Partnership
• Limited Partnership
• Trademark - No form is available. You must send a letter to the Montana Secretary of State listing the name of mark, folder identification number, along with a $20 fee.

For other conditions that may affect your business, consult an attorney and/or Title 35 of the Montana Code Annotated.