Small businesses are critical to the economic vitality and stability of the Montana economy. The Secretary of State's Office is here to serve you as you launch your new business venture. The information included on this page may not be inclusive of all the requirements you will need to fulfill for your business. It is recommended that you seek appropriate legal and/or financial advice before making important business decisions. If you’re looking for a quick reference, our eight-step checklist summarizes the information provided on this page.
A registered business name must be sufficiently distinctive from another registered business name so that it does not cause confusion in an absolute or linguistic sense.
Business names that contain key words that are different and do not copy a business name already on record are "distinguishable." For example, "Bill's Carpentry" is distinguishable from "Bill's Builders."
Geographic and numeric designations, phonetic similarities, and abbreviations of words (other than business identifiers) will make business names "distinguishable." For example, "Two for One Diner's Club" is distinguishable from "241 Diner's Club."
The following conditions WILL NOT make a business name distinguishable on the Secretary of State’s records:
- The use of punctuation marks or special characters, for example: "R/D Construction" is not distinguishable from "R D Construction", “R And D Construction” or “R & D Construction”;
- the use of articles "a," "an," “and,” “&,“ or "the," for example: "The Painted Pony" and "Painted Pony" are not distinguishable;
- the use of business name identifiers or their abbreviations, for example: "ABC Inc.," ''ABC Co.," and "ABC Corp." are not distinguishable;
- the substitution of an Arabic numeral for a word, for example: "2" and "Two" are not distinguishable;
- the substitution of a lower case letter for a capital letter, for example: "d" and "D" are not distinguishable;
- the use of plurals, possessives, or tense, for example: plurals--"Fine Line Inc." and "Fine Lines Inc." are not distinguishable; possessives--"Employee Services" and "Employees' Services" are not distinguishable; and tense--"Swim, Inc.”, "Swimming Inc." and "Swims Inc" and "Swam Inc" are not distinguishable;
- and the use of internet domain suffixes, for example: .com,.org, and .net are not distinguishable.
Step One: Determine Your Business Structure
The first decision you need to make as you launch your business is what kind of organizational structure it should have. Should it be a sole proprietorship? A partnership? A corporation? The answers to these questions should be based on several factors:
- The degree of control you want to have over the business.
- The degree of formal organization you need.
- The need to protect against liability for business actions.
- The ability to attract investors.
- Tax considerations for both you and your investors (if any).
While it is not necessary to engage an attorney to file business documents, we strongly recommend that you consult with an attorney, accountant, financial adviser, and/or banker to help you determine which business structure is most suitable for you.
Click organizational structures for more information.
Step Two: Reserve a Business Name (optional)
Reserving a name is necessary only if you are not yet prepared to file the organizational documents discussed in Step Three. You can reserve a name for 120 days as you set up your business.
You are not allowed to transact business or conduct affairs if you file a name reservation. You may skip this step if you are ready to file the registration forms.
Once you have selected a name for your business, you need to find out whether you can use it. Under state law, you may not adopt a business name that is the same as or indistinguishable from that of another business. To find out whether a business name may be available, call the Business Services Division of the Secretary of State's Office, (406) 444-3665. The reservation is effective for 120 days and cannot be renewed.
Specifically, you need to file the Application for Reservation of a Business Name and pay a $10 filing fee. The form requires that you list the name, type, and location of your business, as well as the date you intend to start business. When you have completed the form, return it to the Secretary of State's Office with the filing fee.
You do not need to submit an Application for Reservation of a Business Name unless you need extra time to prepare and submit your documents of organization. You can simply list your business name on your organizational documents and avoid the $10 filing fee associated with reserving a name.
It is a good idea to wait to order stationery, forms, business cards, and advertising until you get final approval that your documents have been filed and your business name is approved.
Step Three: File Organizational Documents
Depending on the type of organizational structure you have chosen, you will need to file:
Application for Registration of an Assumed Business Name. File this form
with the Secretary of State if you plan to start a sole proprietorship,
general partnership, or association. Once approval is given, your business
name will be registered with the state for five years.
Certificate of Limited Partnership. Both domestic and foreign limited
partnerships must file in order to do business in Montana.
of Limited Liability
of Incorporation. These are required of corporations or individuals who wish
to do business in Montana through a corporation. Nonprofit corporations must
also file Articles of Incorporation.
- Articles of Organization. File these with the Secretary of State's Office if you want to form a limited liability company.
Step Four: Apply for Tax ID Numbers
The Internal Revenue Service requires every business who hires employees, or is a partnership or corporation have a federal tax identification number. To obtain one, call the IRS toll-free at 1-800-829-4933.
IMPORTANT INFORMATION ABOUT FORM SS-4, Taxpayer Identification Number
- Application for Employer Identification Number requires identification of responsible party;
- Use of Nominees in the EIN Application Process
- Nominees can no longer be listed in the application process.
How to Update Incorrect Information
To apply for a state withholding tax ID number contact Department of Revenue at (406) 444-6900.
To apply for a state unemployment insurance tax ID number contact the Montana Department of Labor and Industry at (406) 444-3834.
Step Five: Apply for Professional Licenses
Under state law, some professions -- such as architects, barbers, chiropractors, and dentists -- must be licensed. To determine whether you need a professional license, contact the Business and Occupational Licensing Bureau of the state Department of Labor and Industry at (406) 841-2333.
Step Six: Apply for Local Licenses
Every city and county has specific requirements about doing business within its jurisdiction. Call or visit your county courthouse or city offices to find out what particular requirements exist in your area.
Step Seven: Apply for Workers' Compensation
If you are planning to hire employees, find out what kind of insurance coverage you are required to provide under state Workers' Compensation laws. You can get this information from the state Department of Labor and Industry.
If you have questions on workers' compensation please contact the Department of Labor (406) 444-6532.
Step Eight: File an Annual Report
If you have a corporation or limited liability company, you must file an Annual Report to stay in good standing with the Secretary of State's Office. The report is due each year by April 15 and must be accompanied by a $15 filing fee. Businesses that file after that date will be charged a penalty.
If you have a Montana corporation or limited liability company and fail to file an Annual Report by December 1, your company will be involuntarily dissolved. You will have the option of filing an Application for Reinstatement for up to five years after dissolution.
If you have a foreign corporation or limited liability company (located outside Montana), you must file your Annual Report by November 1 or your Certificate of Authority will be involuntarily revoked with no possibility of reinstatement. You would need to register again to do business in Montana.
Throughout the life of your business, it may become necessary to change your business name, ownership information, registered agent, or registered address, or to amend your articles, or to merge with another entity. It is very important that you notify the Secretary of State's Office of any changes. You can get forms and fee information from the Business Services Division, (406) 444-3665.
In your Annual Report, you can report changes in your principal officers or directors, as well as information about shareholders. However, if you need to remove a member from a Montana limited liability company, you must file a Statement of Dissociation.