Elections and Government Services Administrative Rules of Montana Business Services Notary and Certification Records and Information Management

Annual Report

Each corporation must file an annual report by April 15 of each year providing the names and addresses of the current officers and directors. Each limited liability company must file an annual report by April 15 of each year providing the names and address of the current members if managed by members or by managers if managed by managers. These reports must be submitted by 5:00 p.m. on April 15, and the office does not accept postmarked annual reports.

Assumed Business Name

An assumed business name means any business name other than the full, true, and correct name of a person.  An assumed business name must be distinguishable on the record from an assumed business name that is already registered or from any corporate name, limited partnership name, limited liability company name, limited liability partnership name, trademark, or service mark registered or reserved with the Secretary of State. 

Individuals who choose to own a business under an assumed business name can register the name and declare that they are sole proprietors.  A sole proprietor is a business owned personally by one owner.  An assumed business name can be used by:

  • a sole proprietor,
  • a corporation,
  • a partnership,
  • a limited partnership,
  • a limited liability company,
  • a limited liability partnership, or,
  • an association.

Corporation

A corporation is a more complex form of business organization. It exists apart from its owners or shareholders and is a legal entity in its own right. As a separate entity, it has its own rights, privileges, and liabilities apart from the individuals who form it.

A corporation has shareholders who invest money in the business and therefore own it. The shareholders hold an annual meeting at which they elect a board of directors. The board makes policy decisions for the company and selects the corporate officers who manage the company's daily affairs.

A corporation affords limited liability to its shareholders and can continue on after the death of or transfer of shares by one or more of the owners. A corporation pays taxes on its profits, and its shareholders pay taxes on dividends.

There are several types of corporations; some operate for profit and others are not for profit. An attorney can advise you as to which type best suits your needs.

Among these types are:

  • S corporation. These generally do not pay taxes. Profits or losses are passed on to the individual shareholders' gross incomes for tax purposes. You must apply to the Internal Revenue Service to get S corporation status. The IRS places limits on who can be a shareholder.

  • Statutory close corporation. This type of structure allows a business to eliminate many of the formalities of a standard corporation. For example, the business can elect to operate without a board of directors. A shareholder of a statutory close corporation may not sell his shares in the business without the approval of the other shareholders. You must file Articles of Incorporation with the Secretary of State's Office.

  • Nonprofit corporation. These are established solely for the benefit of charitable, religious, educational, or scientific purposes. No earnings are distributed to members, trustees, officers, or other individuals, except for compensation for services rendered. A nonprofit corporation is exempt from income tax. You must apply to the IRS for nonprofit status, and you must file Articles of Incorporation with the Secretary of State's Office.

    A nonprofit corporation may take one of three forms:

    1) A public benefit corporation operates for public or charitable purposes. Members may not sell their interests or receive distributions from the organization.

    2) A mutual benefit corporation exists to serve its members. Trade associations, social clubs, and fraternal organizations are examples of this type of nonprofit. Members are given broader voting rights and, while not entitled to receive distributions while the organization is operating, they are entitled to sell their memberships and receive distributions when the organization dissolves.

    3) A religious corporation is treated much like a public benefit corporation.

  • Professional corporations. Individuals who are licensed in certain professions may form a professional corporation. This provides them with the benefits of a corporate structure for the business aspects of their practices while preserving the personal and professional relationship between them and the clients they serve. Shareholders may only be people who are licensed to render the specific professional service; at least half of the officers and directors must also be licensed. A professional corporation must file Articles of Incorporation with the Secretary of State and provide a copy of the filed articles of incorporation with each licensing authority having jurisdiction of a type of professional service described in its articles of incorporation.

General Partnership

A partnership is an association of two or more people acting as co-owners of a for-profit business. Individuals may create a partnership by oral or written agreement. Under this arrangement, the partners share personal liability for all claims against the partnership, as well as share all profits and losses. Profits are taxed as personal income for each individual partner.

A general partnership may register with the Secretary of State by filing an Application for Registration of Assumed Business Name.  The filing fee is $20.  A partnership agreement is generally maintained by the partnership itself. However, if you choose, you may file a partnership agreement with the Secretary of State's Office once the application for registration of assumed business name has been filed and there is a $20 filing fee to record the agreement.

Limited Partnership

A limited partnership is more closely regulated than a general partnership. There must be at least one general partner who manages the business and who is fully and personally responsible for claims against the business. In addition, there are investors who play no part in the management of the business and whose liability for the business is limited to the extent of their investment.

Limited partnerships must file a Certificate of Limited Partnership with the Secretary of State's Office.

Limited Liability Company

This form of business offers both the protections from personal liability of a corporation and the favorable tax treatment of a partnership. It provides for flexibility in the contribution and distribution of assets.

Under this type of structure, you need not hold annual meetings, but you do need to file Articles of Organization and annual reports with the Secretary of State's Office.

Professional limited liability companies have the same requirements as professional corporations (see above).

Limited Liability Partnership

A limited liability partnership operates much like a general partnership, except none of the partners can be held personally liable for claims against the business. Partners are not liable for the errors or negligence of the other partners or their employees unless they themselves are supervising, directing, or involved in the action for which a claim has been filed.

As with a general partnership, profits are taxed as personal income for each individual partner.

Name Reservation

If an entity wishes to hold a name for registration at a later date, they can file a name reservation. The name is reserved for 120 days from the filing date and can not be renewed.

A foreign corporation or limited liability company that is not, at this time, transacting business in Montana may file a name registration with this office. The name registration must be renewed each year between October 1 and December 31 or it will expire.

Sole Proprietorship

This type of business is owned by a single individual. A sole proprietor has total control of and responsibility for his or her business, receives all profits, and can make important decisions quickly. The sole proprietor is also responsible for all taxes and liabilities of the business.

If you plan to start a sole proprietorship and you are not planning to do business under your own name, you must file an Application for Registration of Assumed Business Name with the Secretary of State's Office. Otherwise, no registration is required. You must obtain any necessary state and local business licenses.  

Trademark

A trademark is any word, name, symbol, device, or any combination of words, names, symbols, or devices used by a person to identify and distinguish the goods of that person, including a unique product, from those manufactured or sold by others and to indicate the source of the goods, even if that source is unknown. A service mark is registered using the same form as the trademark, however, distinguishes the services of a person.