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 may need to successfully start 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/mark name must be distinguishable from another registered business/mark name so that it does not cause confusion in an absolute or linguistic sense.
The following makes a business/mark name distinguishable on our records:
- Key words are different and do not copy a business name already on record. A “key word” is any word other than articles, prepositions, conjunctions, or business name identifiers as defined in 30-13-201, MCA. For example: “Bill’s Carpentry” is distinguishable from “Bill’s Builders.”
- Key words are the same, but are in a different order. For example: “Yellowstone Hotel” is distinguishable from “Hotel Yellowstone.”
- The use of geographic designations. For example: “Helena Auto Painting: is distinguishable from “Boulder Auto Painting.”
- Abbreviations. For example: "Montana Ave Salon" is distinguishable from "Montana Avenue Salon."
- Different spellings of proper names. For example: "Jayne's Boutique" is distinguishable from "Jane's Boutique."
- Unique or improper spelling. For example: "Black Cat Designs" is distinguishable from "Black Kat Designs."
The following conditions will not make a registered business/mark name distinguishable from another registered business/mark name:
- The use of punctuation marks. For example: "R/D Construction" and "R D Construction" are not distinguishable.
- The use of special characters. Special characters are non-alphabetical and non-numeric characters such as @, #, $, %, &, *, and + that can represent a word. For example: “25 % Better, Inc.” and “25 Percent Better, Inc.” are not distinguishable.
- The use of articles "a," "an," 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 or Roman numeral for a spelled out number. For example: “3 Kings," "III Kings," and “Three Kings," are not distinguishable.
- The substitution of a lower case letter for a capital letter. For example: "d" and "D" are not distinguishable on the records.
- The use of internet domain suffixes. For example: “.com,” “.org,” ".gov,” and ".net" are not distinguishable.
- Contractions. For example: "Do Not Stop, Inc." is not distinguishable from "Don't Stop, Inc."
- Variations in word endings. For example: "Betsy's Cleaners" is not distinguishable from "Betsy's Cleaning" and "ABC Transport, Inc." is not distinguishable from "ABC Transportation, Co."
- Adding the letter "s" to make a word, including an alphabetism, plural or possessive. For example: "Jay's Market" and "Jays Market" and "RM's Co." and "RMS Co." 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:
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.
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:
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
IMPORTANT INFORMATION ABOUT FORM SS-4, Taxpayer Identification Number
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
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.