Montana Foreign LLC Certificate of Authority

The rule is short. Under MCA 35-8-1001, a foreign LLC "may not transact business in this state until it obtains a certificate of authority." The statute does not define transacting business in one sentence. It lists activities that fall outside the term and then admits it is incomplete, so you reason from the examples.

Those examples are generous. Going to court to maintain, defend or settle a case does not count, and neither do member or manager meetings, bank accounts, using independent contractors to sell for you, taking orders that are accepted outside Montana, borrowing money, granting mortgages or security interests, or collecting debts. A one-off deal wrapped up inside 30 days and not part of a pattern is also safe, and so is interstate commerce. One item is narrower than you may expect from other states. Property you acquired while collecting a debt stays outside the definition only if you dispose of it within five years, it earns no income, or it is not used in the company's operations.

Two points deserve extra attention. First, signing a contract with the State of Montana, one of its agencies or a political subdivision counts as transacting business, and you get 30 days after notice to obtain the certificate. Second, the Secretary of State's own guidance says a physical presence or significant operation, such as an employee working remotely from Montana, generally means you should register. The guidance adds that the legal details vary and points you to the law or a professional. If your only Montana contact is a customer list, you are in the gray area, and an attorney is the right person to ask.

Montana uses the term certificate of authority rather than registration. The application has no form number. It is filled in on screen at the Secretary of State's business portal (biz.sosmt.gov): sign in, open the Forms section, pick the foreign forms for a business formed in another state, complete the required fields, and submit with payment by card or e-check. The office emails you when it approves. Montana has moved to online-only filing, so there is no paper version to mail.

MCA 35-8-1003 spells out what the application contains. You give the name you will use here (or a substitute if yours cannot be used), where the company was organized, the date of organization and its duration, the principal office's business mailing address, and your Montana agent. Managers who are not also members are listed with their business mailing addresses. You close with a statement that the company followed its home organizational rules and still exists there. A series LLC adds its series names and each series' operating agreement.

The state's price for the certificate of authority is $70. A series LLC pays more for each series member named, per the fee page. We charge $199 for the preparation and filing and pass the $70 state fee through unchanged, so you pay $269 today. No expedited line is added for Montana.

The statute does not ask you to attach a certificate of good standing or any similar document from your home state. What it requires is a statement inside the application that the company obeyed the formation rules where it was organized and is still in existence. Montana's portal screens were not available for us to view, so if the online form shows an upload field, follow what it says.

Any proof of existence you do need is issued by the filing office in the state where the company was formed, and you would have to have it ready before you start the Montana application. Nothing in the statute sets an age limit on such a document.

Your name has to satisfy Montana's own LLC naming rule in 35-8-103. If it does not, MCA 35-8-1009 gives you two routes. You can add "limited company," "l.l.c." or "l.c." to the name for use in Montana. Or, if the real name is simply unavailable because someone here holds it, you can operate under an assumed business name that is available and meets the state's requirements, provided you file that assumed name with the Secretary of State. The assumed business name registration costs $20 on the fee sheet.

Check availability before you submit, because the application lists the name you want to use.

Every Montana entity, foreign ones included, names a registered agent. MCA 35-7-102 draws a line between two kinds. A noncommercial agent may be a person, or a Montana or out-of-state entity, acting as the service-of-process contact for the company. A commercial agent is one the state lists under 35-7-106. The filing names the commercial agent, or gives the noncommercial agent's name and address, and appointing someone confirms their consent to serve.

The address rules are plain. MCA 35-7-104 calls for a real street address, or a rural route box number, inside Montana, and the Secretary of State's help center adds that a P.O. Box will not work. An agent must also pass along any process it receives (35-7-114).

MCA 35-8-1002 lays out the consequences. Until it holds a certificate of authority, a foreign LLC doing business here may not bring a case in any Montana court, and the same bar covers its successors and assignees. A judge can pause a case until the company gets authorized. There is also a daily civil penalty of $5 while you operate unregistered, topping out at $1,000 per year, and the attorney general collects.

The news is not all bad. Acts you took stay valid, and a lawsuit filed against you is one you can still defend. The exception is a contract with the state, an agency or a political subdivision, which is voidable when the company has no certificate. The statute says nothing about members becoming personally liable because of the missing paperwork.

Once authorized, you owe the state an annual report under MCA 35-8-208. The first one is due between January 1 and April 15 in the calendar year following your authorization, and after that the same January 1 to April 15 window repeats. The Secretary of State is currently waiving the on-time fee for 2026 and 2027, so a report filed before April 15 costs nothing for now. After April 15 the fee is $35, and the standard on-time fee that applies once the waiver ends is $20.

Do not let the report slide. The state can revoke a certificate when an annual report is still missing 140 days past its due date, or for going 60 days or more without a registered agent or office, and it must send notice and wait 60 days before revoking. Tell the office within 60 days if your agent changes or resigns.

To leave Montana, you file a certificate of withdrawal online through Filing Actions. There is no filing fee, but the statute requires a certificate from the Department of Revenue showing the taxes under Title 15 are paid. Separately, other state tax registrations may apply depending on what your business does.

You send us your home-state details and answer the checkout questions. Our team prepares the certificate of authority application and lodges it with the state's business office. Year one of the Montana agent is free, and renewals run $149 annually. If your company is served with papers, we scan them and upload them on the day they arrive, with no charge for that.

The price above pays for the registration plus the agent's first year. It leaves out preparing your annual report or any tax filing. Think of us as a filing service; we do not give legal advice. For a corporation, Montana now has a foreign registration statement instead of the LLC application. Through our checkout it carries the same $70 state fee, so $269 is the total today.