How to Start a Montana LLC in 2023 (Step-by-Step Guide)

Starting a Montana LLC in 2024 is a strategic move for entrepreneurs and small business owners seeking flexibility, personal asset protection, simplified taxes, and, of course, protection from liability.

An LLC, or limited liability company, is a business structure popular for its unique advantages. It combines the limited liability of a corporation with the simplicity and tax benefits of a partnership or sole proprietorship. As an LLC owner, your personal assets are safe from business-related actions, reducing your risk.

In this step-by-step guide, the knowledgeable Montana business lawyers at HagEstad Law Group, PLLC will walk you through the process of forming an LLC in Montana, ensuring that you understand the legal requirements, paperwork, and essential decisions involved.

Whether you're launching a new venture or looking to restructure an existing business, starting an LLC in Montana in 2024 is a key step toward achieving your entrepreneurial goals. Montana LLC owners can benefit greatly from this streamlined approach to conducting business in the state.

1. Name Your Montana LLC

Selecting the perfect name for your Montana LLC is a crucial first step in establishing your business identity. The name you choose should not only reflect your brand's essence but also adhere to the specific rules and guidelines governing LLC business naming in Montana.

Is Your Name Available?

When selecting a business name, it's important to consider availability not only in Montana but throughout the entire U.S.

Conducting a comprehensive nationwide name search is necessary to ensure that your chosen Montana LLC name isn't already in use by another business in the State. It is also important to take into consideration whether the name you choose for your business is in use by a national brand in a competitive industry. This proactive approach helps prevent legal conflicts, trademark issues, and confusion with existing entities, preserving your brand's uniqueness and integrity across state lines.

Make use of the U.S. Patent and Trademark Office’s online database and consult with a qualified legal professional to thoroughly assess the availability and suitability of your business name on a national scale. And since nearly every business has its own websites these days, be cautious and check the availability of domain names as well.

When formally naming your LLC in Montana, you’ll need to add one of the following phrases or abbreviations to the legal name of your company:

• Limited Liability Company
• Limited Company
• Limited Co.
• Ltd. Company
• Ltd. Co.
• L.L.C. or LLC
• L.C. or LC

These suffixes will make the nature of your business entity clear to any interested parties who research or seek to do business with you.

Is Your Name Distinguishable?

Your chosen name should stand out from others to avoid confusion and to ensure clarity and uniqueness in the marketplace while protecting your brand's identity and reputation.

If your preferred business name isn’t unique enough, it may be rejected. An example would be two companies in the same industry located in the same city using nearly identical names, such as "Smith and Sons Plumbing" and "Smith Plumbing Services." This lack of differentiation can lead to customer confusion, legal disputes, and marketing challenges.

Registering a Trade Name

If you're looking to operate your business under a different name from that of your legal entity, you may want to register a trade name, also known as a "doing business as" (DBA) name. To illustrate the difference more clearly, compare the trade name “SmithTech Solutions” and the legal entity name “Smith Enterprises LLC.”

Registering a trade name allows you to brand your business effectively and can be especially useful for marketing purposes. It's a straightforward process that typically involves filing the necessary paperwork with your state or local government.

Once approved, you can legally use the trade name for your business transactions, contracts, and marketing materials while maintaining your registered entity's identity and personal and professional liability insurance.

2. Designate a Registered Agent in Montana

Designating a registered agent is critical for guaranteeing compliance and transparency for any business entity, including Montana LLCs. This service is provided by an individual or entity appointed to receive key legal documents, such as official correspondence from the state, lawsuits, tax notices, and other essential communications on behalf of the LLC.

The importance of this role cannot be overstated, as it ensures that the business stays informed about its legal obligations and any potential legal actions. Your registered agent service provider must be a resident of Montana and have a physical street address, as it will be used as the principal address of your LLC to receive legal documents.

The responsibilities of a registered agent include promptly forwarding any received documents to the LLC's management, maintaining accurate records, and being available during regular business hours to accept and transmit legal notifications. These tasks ensure that the LLC remains in good standing with the state and can respond promptly to any legal matters.

In addition to the primary legal responsibilities, having a registered agent can also be beneficial for obtaining necessary business insurance coverage and making sure your LLC is well-protected.

HagEstad Law Group is known for its skill and efficiency in providing professional registered agent services and comprehensive business solutions. We can also assist with various aspects of business insurance and compliance, allowing entrepreneurs and LLC owners to focus on their core operations while providing assurance that their legal obligations have been met.

3. Prepare and File Articles of Organization

Another major step in the LLC formation process is preparing and filing Articles of Organization with the Montana Secretary of State. This legal document officially registers your LLC with the state and provides essential information about your business.

Here's what you need to prepare your Articles of Organization:

• Business Name: You must have a unique and legally compliant name for your Montana LLC that adheres to the state’s naming regulations.
• Registered Agent’s Name and Address: You must designate a registered agent to receive legal documents on behalf of your LLC and provide their exact address.
• Reason for Forming the LLC: This can be a general statement outlining your motivation and goals for your business.
• Management Structure: Indicate whether your Montana LLC will be member-managed or manager-managed.
• Effective Date: Specify the desired effective date for your LLC's formation, as well as its duration (this can be the filing date or a future date); though most LLCs are perpetual, some entities exist for specific purposes and operate within a limited time period.
• Members Liable for Debts and Obligations: You must list the names and addresses of these members and provide their written consent.

The person forming the LLC is required to sign the articles. The fee for filing the Articles of Organization in Montana is $35, though you may incur additional costs depending on how you choose to file (online or by mail) and the processing speed you require.

If you’re forming a Series LLC in Montana, you’ll need to pay an additional fee of $50 for each LLC in the series. Once your Articles of Organization are filed and approved, your Montana Limited Liability Company will officially be established, enabling you to proceed with your business activities.

4. Receive a Certificate from the State

Receiving a certificate from the state for your Montana LLC is a quick and easy process that can be carried out online. After successfully filing the Articles of Organization and paying the required fees, you can typically download your certificate directly from the Montana Secretary of State's website, confirming your LLC's official registration.

The certificate will allow the LLC to receive an Employer Identification Number (EIN), business licenses, and a business bank account.

5. Apply for an Employer Identification Number

Obtaining an Employer Identification Number, also known as a Federal Tax Identification Number, is a vital step for many businesses, as it serves as a unique identifier for federal income tax purposes.

However, not all companies require an EIN. Sole proprietors without employees and single-member LLCs may not need one.

To determine whether your Montana LLC needs an EIN, consider factors like hiring employees, opening a business bank account, or dealing with certain tax obligations. If needed, you can easily apply for an EIN from the IRS.

6. Prepare an Operating Agreement

An LLC operating agreement is a document that outlines the internal workings, management, tax structure, and member responsibilities of your LLC.

While Montana law doesn't require an operating agreement, having one is highly recommended for several reasons. It can be essential for clarifying member roles, outlining profit distribution, and resolving disputes. It also lends a degree of legitimacy to your LLC, making it a valuable asset.

An LLC operating agreement can include the following:

1. Member Roles: Define the roles and responsibilities of LLC members, including managers, if applicable.
2. Ownership Percentages: Specify each member's ownership percentage and their share of profits and losses.
3. Management Structure: Describe how the limited liability company will be managed, whether by members or appointed managers.
4. Decision-Making Procedures: Outline how decisions will be made, including voting procedures and quorum requirements.
5. Dissolution Process: Define the process for dissolving the LLC, being sure to address buyout agreements and distribution of assets.

Creating an operating agreement tailored to your LLC's needs can help prevent misunderstandings and conflicts while providing a clear roadmap for your company's operations and governance.

7. File a BOI Report to FinCEN

Filing a beneficial ownership information (BOI) report with FinCEN (Financial Crimes Enforcement Network) is a crucial step for Montana LLC businesses to ensure compliance with anti-money laundering (AML) and counter-terrorism financing (CTF) regulations.

The term for BOI report submission can vary, but it often follows an annual schedule, requiring businesses to provide detailed financial information and AML/CTF measures.

It's important to note that submitting a BOI report to FinCEN is typically free. However, the consequences of non-compliance with AML/CTF reporting can be significant and include fines and severe legal repercussions. As such, businesses must meet their reporting obligations promptly and accurately to maintain their commitment to financial transparency and security.

You can only submit your BOI report once FinCEN debuts its new online system for collecting and managing business debts and reports, the Beneficial Ownership Secure System (BOSS), which is scheduled to launch on January 1, 2024.

Established businesses must submit their reports by the end of 2024, while new businesses created on or after January 1, 2024, must submit their reports within 30 days of their business license formation. There are no fees for submitting a BOI report.

8. Open a Bank Account in Montana

There are a couple of steps you can take to make opening a business bank account smoother.

First, research different banks and their account options to find one that suits your needs. Then, gather the required documents. These will include a copy of your Articles of Organization in Montana, your operating agreement, the LLC’s EIN, and an LLC Resolution to Open a Bank Account (if your LLC has more than one member).

Once you've selected a bank and gathered your documents, visit a branch or apply online, following the institution’s specific procedures. Be prepared to make an initial deposit to fund your LLC bank account.

After completing these steps, you'll have successfully opened a bank account in Montana, giving you a secure place to manage your finances.

9. Fund the LLC

Securing funding for your limited liability company is essential to make sure you have the capital needed for business operations.

These funds can be used for various purposes, including covering startup costs, purchasing assets, hiring employees, marketing, and ensuring day-to-day financial stability. Adequate funding is vital for growth, sustainability, and achieving business objectives.

Apart from loans obtained through external sources, every LLC member must contribute an initial sum to finance their membership stake. They typically do so by issuing a check to the LLC's bank account, although providing property or services is also an option. It's important to note that investments in the form of property or services may have tax implications.

10. Submit Your Montana Annual Report

The Montana LLC Annual Report is a mandatory filing for LLCs and corporations operating in the state. It comes with a standard filing fee, which varies depending on the entity type (this costs around $20 a year, on average). The annual report is due by April 15th each year and covers the previous calendar year's activities.

Businesses can submit a report online through the Montana Secretary of State's website. Online submission is efficient and ensures timely compliance. It's important to meet the deadline and pay the required fee to maintain good legal standing for your business entity.

Get Professional Help Starting Your Montana LLC

Starting an LLC in Montana offers business owners the advantages of liability protection and operational flexibility. By following this detailed guide, you can make sure the formation process goes smoothly and lay a strong foundation for conducting business.

If you require assistance at any point, seek the guidance of the seasoned Montana business attorneys at HagEstad Law Group. We can help you take the first steps toward establishing your LLC and reaching entrepreneurial success. Contact us today to learn more about how we can be of service.