How to Dissolve an LLC in Montana: A Simple Guide

Ending a business is sometimes just as crucial as starting one. If you need to close your Montana LLC, it pays to follow the right steps—otherwise, you might face future headaches or unexpected liabilities.

To dissolve an LLC in Montana, you’ll need to vote to dissolve, file Articles of Dissolution with the Secretary of State, settle all debts and obligations, and notify potential claimants.

The process can feel overwhelming at first glance. But breaking it into smaller steps makes things much easier to handle.

Montana has its own rules for winding up business affairs and removing all liabilities before you can officially close your LLC.

Knowing these requirements helps you avoid missteps and keeps things running smoothly on your way out.

Key Takeaways

• Montana LLCs must file Articles of Dissolution with the Secretary of State and can initiate this process online through the state’s business portal.
• All business debts, tax obligations, and other liabilities must be settled before an LLC can be properly dissolved.
• Proper notification must be provided to creditors and potential claimants as part of the required dissolution process.

Save the Hassle and Get Bizzee to Do It For You

As you can see, there is considerable work in doing a dissolution and in the interests of ensuring it is done correctly, many people use a service like Bizee to do the dissolution. It is quick, easy and comparatively cheap.

Requirements for Dissolving an LLC in Montana

Dissolving an LLC in Montana means following specific legal steps. You’ll need the right documents, member approval, and to settle up financially with the state.

State Compliance Obligations

First, file an Articles of Dissolution form with the Montana Secretary of State. This document tells the state you’re closing up shop.

Before filing, check that your LLC is in “good standing.” That means annual reports are current and all fees are paid.

If you’ve missed annual reports, your LLC could face administrative dissolution. That’s a different beast from voluntary dissolution and can take extra steps to fix.

Include the filing fee with your paperwork. The current fee is listed on the Secretary of State’s website.

Once you file, you’ll get confirmation—at that point, your LLC is officially off the state’s records.

Member and Manager Approvals

Montana law says you’ll typically need member approval to dissolve an LLC. Your operating agreement should spell out the process, but if it doesn’t, state law takes over.

Most LLCs need a majority vote to dissolve, but some agreements require everyone’s sign-off or set their own rules.

Document the approval in meeting minutes or a written consent resolution. This paperwork proves you followed the right steps.

Even if unanimity isn’t required, it’s smart to have all members sign the resolution. That way, you avoid arguments down the road about whether things were done properly.

Hang on to these documents in your business records. They might come in handy if anyone questions how you closed the LLC.

Tax Clearance Procedures

Before you wrap things up, make sure all taxes are squared away. Montana wants businesses to be current on state taxes before dissolution.

Reach out to the Montana Department of Revenue to get a tax clearance certificate or check your tax status. This step confirms you’ve filed and paid what you owe.

If your LLC has employees, file final employment tax returns and handle unemployment insurance payments.

Don’t forget federal taxes—file your final returns with the IRS and mark them as “final.”

Keep copies of all tax clearance paperwork and final returns for at least seven years. You never know when tax questions might pop up again.

Step-by-Step Guide to LLC Dissolution

There’s a specific process for dissolving an LLC in Montana. You’ll need to file paperwork, notify creditors, settle debts, and distribute any leftover assets.

Filing the Articles of Dissolution

To officially dissolve your Montana LLC, file Articles of Dissolution with the Secretary of State. This step lets everyone know you’re closing the business.

Go to the Montana Secretary of State’s website, search for your LLC, and choose the dissolution filing option.

Pay the filing fee when you submit. You’ll find the current amount on the Secretary of State’s site.

If your domestic LLC was administratively dissolved, you have up to 5 years to reinstate if you want to bring it back instead of dissolving it completely.

Include these details in your Articles of Dissolution:

• LLC name
• Date of dissolution
• Reason for dissolution
• Signature of authorized person

Save copies of everything you file. You’ll want those for your records.

Notification to Creditors and Claimants

After you file, let all known creditors and claimants know your LLC is dissolving. This step helps protect you from future claims.

Send written notices to each creditor. Include:

• The LLC’s name and contact info
• How to submit claims
• The claim deadline (usually 120 days from the notice)
• How claim rejections work

Think about publishing a notice in a local newspaper, too. That covers any creditors you might’ve missed.

Keep track of every notice you send and any responses you get. Make notes on how you delivered each notice.

Set up a way to track incoming claims and how you resolve them. Staying organized here can save you stress later.

Settling Outstanding Debts and Liabilities

Before splitting up any leftover assets, pay off all debts and liabilities. This protects LLC members from future headaches.

List out every debt, such as:

• Loans or lines of credit
• Vendor invoices
• Rent or lease payments
• Employee wages and benefits
• Tax bills (federal, state, local)

Pay debts based on their legal priority. Taxes and employee wages usually come first.

If you disagree with a debt, write down your reasoning and maybe set aside funds just in case. A business attorney can help if things get complicated.

Ask each creditor for written confirmation once you pay. Hold onto these for several years after closing your LLC.

Distribution of Remaining Assets

After debts are settled, distribute any remaining assets to LLC members. Use the ownership percentages or follow your Operating Agreement’s instructions.

Start by making a complete inventory of what’s left, such as:

• Cash and investments
• Physical property and equipment
• Intellectual property
• Accounts receivable

Check your Operating Agreement for how to distribute assets. If it doesn’t say, Montana law defaults to ownership percentages or capital contributions.

Document every distribution with receipts. Ask each member to sign off on what they receive.

Watch out for tax consequences when you distribute assets. It’s usually smart to check with a tax pro before finalizing anything.

If you have tricky assets, consider getting an independent appraisal to make sure everyone gets a fair share.

Dissolution Aftercare and Documentation

Once your Montana LLC is dissolved, you still need to handle documentation and notify the right authorities. These steps help you avoid lingering liabilities and tie up any loose ends.

Recordkeeping Requirements

Montana law says you need to keep certain records for at least five years after dissolution. That means hanging on to financials, tax documents, and business transaction history.

Store these in a safe spot:

• All tax returns and payment records
• Final financial statements
• Employee records, if you had any
• Articles of Dissolution confirmation
• Proof you settled debts
• Asset distribution paperwork

Back up digital files in more than one place. Keep paper documents in something waterproof and fireproof. You might even want to name someone as a record-keeper, just in case questions come up later.

Canceling Business Licenses and Permits

After dissolving, cancel all business licenses and permits to avoid future fees or penalties.

Make a list of every license or permit your LLC holds, including:

• State business licenses
• Professional or occupational licenses
• Local permits (city or county)
• Industry-specific permits
• Sales tax permits

Contact each authority directly and follow their cancellation process. Most want a written notice and the original license back.

Be sure to notify the Montana Department of Revenue, too, so they can close your tax accounts. Some agencies might ask you to file dissolution documents before they’ll cancel your license.

Informing Relevant State Agencies

Besides the Secretary of State, let other Montana agencies know you’ve dissolved your LLC.

Notify these key agencies:

• Montana Department of Revenue
• Montana Department of Labor & Industry
• Montana Unemployment Insurance Division
• Montana Workers’ Compensation agency

Send a written notice with your LLC name, EIN or tax ID, and the dissolution date. Some agencies have their own forms online for closing a business.

For taxes, file final returns and mark them as “final.” The Department of Revenue wants you to file Articles of Termination before they’ll consider your business fully closed.

Set reminders to check that all your accounts show as closed or inactive within a couple of months after you notify everyone.

Using an LLC formation service

Dissolving your Montana LLC can feel overwhelming, but a professional formation service can make it much easier. These services save time and help take the stress out of the process.

One popular option is Bizee, which offers comprehensive dissolution services. They handle the paperwork and filing requirements, so you don’t have to figure it all out on your own.

Why consider a service like Bizee?

• Professional guidance throughout the dissolution process
• Reduced paperwork burden for business owners
• Faster processing of dissolution documents
• Fewer errors in filing documentation

Formation services usually charge a fee, plus whatever the state charges for filing. Still, a lot of business owners think it’s worth it for the convenience and peace of mind.

The process typically starts with a consultation. The service gathers information about your LLC and figures out what needs to be done.

Next, they prepare the required paperwork, like the Notice of Dissolution. Once that’s ready, they file everything with the Montana Secretary of State.

Some services will even help notify creditors or cancel business licenses if that’s necessary. You’ll need to provide your LLC’s operating agreement and any other important documents.

That way, the dissolution meets all the legal requirements in your company’s founding documents. It’s not always simple, but with the right help, it doesn’t have to be a headache.