A Foreign Limited Partnership Seeking Authority in Montana

A limited partnership counts as foreign in Montana when a different state, a tribe or another country supplied the law it was organized under. That home law continues to govern how the partners deal with one another and what partners owe on the partnership's obligations (MCA 35-12-1301). Montana will not turn an application down merely because its own limited partnership law reads differently. Nor does the certificate give the partnership any power that a Montana limited partnership would lack.

The statute speaks of registering and of a certificate of authority, and the fee sheet labels the filing "Certificate Of Authority Of Foreign Limited Partnership." The Helena office that processes business filings handles it. A foreign limited partnership that is also an LLLP says so on the application.

MCA 35-12-1302 puts it plainly: before transacting business in Montana, a foreign limited partnership registers with the Secretary of State. Section 35-12-1309 names the activities that fall outside transacting business:

• Starting, defending or settling a lawsuit
• Partner meetings and other internal matters
• Accounts at financial institutions
• Offices, trustees or depositories that handle the partnership's own securities
• Selling through independent contractors
• Orders that require acceptance outside Montana before they bind, even when they arrive by mail, electronically, or through staff or agents
• Borrowing or lending, including security taken on land or on movable property
• Collecting debts, enforcing collateral, and holding or protecting what is recovered that way
• One transaction completed inside 30 days, apart from any string of similar ones
• Interstate commerce

Property gets different treatment here. The same section declares that owning real property in Montana that produces income, or tangible personal property here that does, counts as transacting business, apart from property already covered by the list above. A partnership that holds a rental building, a leased farm or equipment it rents out, all in Montana, should treat that as a trigger. Holding such property is therefore a reason to register even if the partnership does nothing else in the state.

The list says nothing about service of process, taxes or other regulation under different Montana laws. The same office's help center adds that a business with a real footprint here, for example a remote employee living in Montana, will generally need to register. If your facts are unclear, a Montana attorney can read them against the statute.

Foreign registrations go through the Secretary of State's online filing portal. Sign in, open the Forms section, choose the foreign filings for a business formed elsewhere, complete the required fields and pay by card or e-check. The office emails the approved documents. The state's fee is $10. The fee sheet also offers 24-hour handling for $20 and one-hour handling for $100.

A general partner signs the application and swears to it. Under MCA 35-12-1302 it states:

• The partnership's name, or an alternate name if the home name does not satisfy Montana's rule
• The jurisdiction of organization and the date of formation
• The business mailing address of the principal office, plus any office the home law requires
• The Montana registered agent information
• The name and business mailing address of each general partner
• Whether it is a limited liability limited partnership under its home law
• A statement of compliance with the home organizational laws and of existence there

Once the application meets the requirements, the Secretary of State files it and prepares the certificate of authority. A copy of the filed certificate can be sent to the partnership or its representative for a fee.

Montana asks for no home-state certificate from a foreign limited partnership. The last item above is a statement, sworn by a general partner, that the partnership met the organizational requirements where it was formed and still exists there. That is the only assurance the statute calls for, which leaves no document to request from the home state and no age limit to track.

The portal was closed to us while this page was prepared. Should the online form ask for an attachment, follow its instructions. Since a general partner swears to the statement, confirm the partnership's current standing at home before signing.

A limited partnership that is not an LLLP needs "limited partnership," "l.p." or "lp" in its name. An LLLP instead uses the longer phrase, or "l.l.l.p." or "lllp." The name must also differ from other entities and reserved names on the state's records (35-12-505). A partnership whose home name falls short adopts an alternate name for Montana and transacts business under it (35-12-1312).

The application names a registered agent under Montana's agent chapter. That chapter lets a person or an entity formed anywhere serve, either as a listed commercial agent or as a named noncommercial agent, at a real street or rural-route address inside Montana. One limited partnership provision (35-12-1311) is narrower. It names an individual who lives in Montana, a corporation formed here, or an outside corporation that is authorized in Montana and keeps a place of business here. The statute does not reconcile the two, so a partnership that wants a company as its agent should confirm eligibility with that agent before ordering.

The certificate of authority is effective for five years from the date of filing or renewal (35-12-610). The statute directs the office to send expiration notices for limited partnerships, but the partnership should track the date itself and renew on a form the office furnishes. A renewal application is signed by the general partners and restates the name, the agent information and each general partner. The fee sheet's limited partnership renewal line is $15. If no renewal comes in during the 90 days before expiry, the certification is cancelled.

Montana's help center says annual reports are required for LLCs and corporations. Neither the limited partnership statute nor the fee sheet names an annual report for a foreign limited partnership, so renewal is the recurring filing.

• New or departing general partner. The certificate is amended to reflect it (35-12-1314).
• Agent changes. A statement of change has no fee. If the agent's name or address changes, file the update within 30 days.
• Revocation. The Secretary of State may revoke for an unpaid fee, tax or penalty, for no agent for service of process, or for a missed 30-day agent update. The revocation date is set no sooner than 60 days out, and the partnership can cure before then (35-12-1313).
• Cancellation. A notice of cancellation ends the certificate. The fee sheet lists no charge.

A foreign limited partnership that transacts business here with no certificate is blocked from starting any action or proceeding in Montana (35-12-1307). Agreements it signed are not undone, and it can still defend any suit. Partners do not become liable for the partnership's obligations solely because it operated without a certificate.

Whether it never obtained a certificate or cancelled one, the Secretary of State stands in as agent to accept service of claims tied to its Montana dealings. Suit by the attorney general to halt the partnership's Montana business is also possible (35-12-522). The limited partnership statutes name no daily or annual civil penalty.

Mainstay does not process limited partnerships through its foreign qualification checkout, which takes just LLCs and for-profit corporations. A limited partnership files its own application. The partnership or its attorney completes the certificate of authority in the portal. What Mainstay sells here is the Montana registered agent, $149 a year, the same at every renewal.

Mainstay's Montana address is what you enter as the agent's office, and the public record will show it. When papers such as a summons are served, they are scanned and posted to your account that business day without charge. Each year, three government letters are scanned without charge as well, starting with the first to arrive. Another agent already on the record? Mainstay files the agent substitution, and the state does not bill for that statement. The Montana registered agent page describes the service. Because of the statute's wording on who may serve for a limited partnership, ask Mainstay support to confirm eligibility before you order. Mainstay is not a law firm.