Dissolve a Business

Dissolution, Revocation, or Suspension of your Business

Voluntary Dissolution/Withdrawal

A corporation or limited liability company winding up their business should file dissolution/withdrawal papers with the Secretary of State’s office. The current annual report must be filed with the Secretary of State’s office if dissolving/withdrawing after September 1 st. A Title 15 Tax Certificate from the Department of Revenue must accompany your dissolution/withdrawal paperwork.

Revoke Your Dissolution

Corporations and limited liability companies have 120 days from their dissolution date to revoke their dissolution on file with the Secretary of State’s office. The dissolution status may be revoked by filing Articles of Amendment.

Involuntary Dissolution

A Montana corporation or limited liability company that fails to file their yearly annual report with the Secretary of State's Office by December 1, may be involuntarily dissolved.

An involuntarily dissolved corporation or limited liability company may “reinstate” within five years from their dissolution date. Past due annual reports must accompany the reinstatement along with a Title 15 Tax Certificate from the Montana Department of Revenue.

Involuntary Revocation

A foreign corporation or limited liability company that fails to file their yearly annual report with the Secretary of State’s Office by November 1, may be involuntarily revoked. Upon revocation, the corporation or limited liability company has lost their authority to transact business in the state. There are no statutory provisions for a foreign corporation or limited liability company to reinstate.

Suspension

Corporations that fail to file tax returns with the Department of Revenue for five consecutive years will be suspended. The corporation must pay its delinquent taxes within 60 days of receiving notice from the Department of Revenue or their business will be suspended by the Secretary of State’s Office.

A suspended corporation may file a Reviver along with a Title 15 Certificate from the Department of Revenue to remove their suspension from the Secretary of State’s records.


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