How to Close or Dissolve an LLC in Montana: Forms, Fees & Process

1. What Does It Mean to Dissolve an LLC in Montana?

Dissolving an LLC in Montana is the formal legal process of ending a limited liability company’s existence after dissolution documents are accepted by the Montana Secretary of State. Simply stopping operations, becoming inactive, or abandoning the business does not legally close the LLC.

Dissolution generally involves completing wind-up activities, filing Articles of Dissolution, settling debts, distributing assets under state law or an operating agreement, and completing all final federal and Montana tax filings to ensure removal from state records.

2. When Should You Close or Dissolve a Montana LLC?

You should close or dissolve a Montana LLC when the business has permanently stopped operating, is no longer generating revenue, or has completed the purpose for which it was formed. Voluntarily dissolving the LLC formally ends its legal existence with the Montana Secretary of State and prevents the state from continuing to treat the company as active for administrative or legal purposes.

This section addresses voluntary dissolution, which is initiated by the LLC’s members. It is different from administrative dissolution, which occurs when the state dissolves an LLC due to statutory noncompliance—such as failing to maintain a registered agent or respond to official state notices. Voluntary dissolution allows owners to properly wind down the business, resolve obligations, and reduce the risk of future notices or unnecessary legal exposure.

Common situations where dissolving a Montana LLC is appropriate

1. Business inactivity: the LLC has ceased operations and does not intend to conduct business in Montana or elsewhere
2. Member decision: the LLC’s members have approved permanent closure in accordance with the operating agreement or Montana law
3. Business restructuring: the LLC is merging, converting to another entity type, or transitioning to a new business structure
4. Inability to continue operations: loss of required licenses, contracts, funding, or overall business viability
5. Proactive closure: formally ending the LLC to avoid continued administrative correspondence, unresolved obligations, or future filing complications

3. Things to Do Before Dissolving an LLC in Montana

Before dissolving an LLC in Montana, it is recommended to complete a few practical wind-down steps to ensure the business is closed cleanly and does not leave unresolved legal, tax, or administrative matters behind. While Montana does not require tax clearance, certificates of good standing, or proof of compliance before filing Articles of Dissolution (Domestic LLC), addressing outstanding obligations in advance can help prevent post-dissolution notices, penalties, or follow-up issues.

The steps below are recommended best practices rather than formal filing requirements under Montana law. Completing them before filing dissolution documents helps ensure an orderly closure before the LLC is formally dissolved with the Montana Secretary of State.

Pre-dissolution checklist (recommended best practices)

1. Review the operating agreement: confirm any member approval requirements, voting thresholds, or dissolution procedures outlined in the LLC’s operating agreement or, if none exists, those provided under Montana law
2. Approve and document the dissolution: obtain formal approval from members and record the decision in written resolutions or meeting minutes for legal, tax, and record-keeping purposes
3. Resolve outstanding debts and liabilities: pay or make reasonable provision for obligations owed to creditors, vendors, employees, contractors, and service providers before dissolution
4. Wind down business operations: complete or terminate open contracts, notify customers where appropriate, cancel subscriptions, and prepare to close business bank accounts and payment platforms
5. Review Montana tax registrations and obligations: determine whether the LLC has any active Montana tax accounts—such as income tax (if applicable), sales tax, employer withholding, or unemployment insurance—and ensure required filings and payments are completed or closed
6. Review federal tax filing requirements: confirm all required federal filings associated with the LLC’s EIN are up to date and determine whether any final federal income, employment, partnership, or information returns are required based on the LLC’s federal tax classification
7. Assess federal BOI reporting obligations (if applicable): determine whether a final Beneficial Ownership Information (BOI) update is required due to ownership or control changes. BOI reporting is a federal requirement and applies independently of Montana dissolution filings
8. Prepare and retain final records: organize financial records, tax filings, member approvals, and dissolution-related documents for future reference, verification, or audit purposes

These steps are recommended best practices and are not required by Montana before filing Articles of Dissolution (Domestic LLC). Montana requires only the filing of Articles of Dissolution to legally close a domestic LLC, but completing these steps helps reduce the risk of post-dissolution tax, legal, or administrative issues.

4. Step-by-Step: How to Close or Dissolve an LLC in Montana

Closing or dissolving an LLC in Montana is the formal legal process of ending the company’s existence with the Montana Secretary of State. Simply stopping business operations or leaving the LLC inactive does not legally close the business under Montana law. Although Montana does not require tax clearance, certificates of good standing, or proof of paid taxes before dissolution, addressing outstanding obligations before filing helps reduce the risk of post-dissolution notices or follow-up issues.

Key point: Montana requires only one state filing to legally dissolve a domestic LLC—Articles of Dissolution (Domestic LLC). The steps below clearly distinguish between actions that are legally required and those that are recommended best practices for a clean and complete wind-down.

1. Approve the dissolution (required): obtain member approval as required by the LLC’s operating agreement or, if no agreement exists, under Montana law, and document the decision in writing for record-keeping purposes
2. Complete wind-down activities (recommended): resolve outstanding debts and liabilities, complete or terminate contracts, notify customers or creditors where appropriate, and cease ongoing business operations
3. Review Montana tax registrations (recommended): determine whether the LLC has any active Montana tax accounts—such as sales tax, employer withholding, or unemployment insurance—and ensure required filings are completed or accounts are properly closed
4. Review federal tax and reporting obligations (recommended): confirm all required federal filings associated with the LLC’s EIN are complete and determine whether any final federal income, employment, partnership, or information returns are required
5. Prepare the Articles of Dissolution (required): complete the Articles of Dissolution (Domestic LLC), the official form used to terminate the LLC’s legal existence under Montana law
6. File the Articles of Dissolution (required): submit the form online or by mail with the Montana Secretary of State. The current filing fee is $30 for online filings and $50 for paper filings. Online filings are typically processed the same day or within one business day
7. Confirm dissolution status (recommended): retain proof of filing and verify the LLC’s status shows “Dissolved” in Montana business records, confirming the company is no longer active

5. DIY vs Professional LLC Dissolution Services

Montana LLC owners may dissolve their business either on their own or with professional assistance. Montana’s dissolution process is relatively straightforward, and many single-member or inactive LLCs with no outstanding debts or unresolved obligations can complete the process without outside help by filing Articles of Dissolution (Domestic LLC) with the Montana Secretary of State.

Professional dissolution support is optional under Montana law and is not required to legally close an LLC. Whether assistance is helpful depends on the LLC’s ownership structure, prior administrative issues, outstanding obligations, and the owner’s comfort handling legal and administrative filings.

What typically increases the complexity of dissolving a Montana LLC?

1. Multiple members or unclear voting, approval, or dissolution provisions in the operating agreement
2. Outstanding debts, contracts, lawsuits, or unresolved creditor claims
3. Prior administrative dissolution, unresolved state or federal tax accounts, or incomplete wind-down activities

When professional dissolution support may be helpful

1. Reducing the risk of missed steps, improper filing order, or incomplete wind-down activities
2. Assistance with Montana-specific filings, including Articles of Dissolution (Domestic LLC), and review of final obligations
3. Added confidence that the LLC is properly dissolved and no longer subject to ongoing administrative notices or future filing complications

6. Filing Fees, Processing Time, and Approval Timeline

Understanding filing fees and processing timelines helps set clear expectations when closing or dissolving an LLC in Montana. Montana’s dissolution filing process is generally fast, and timing primarily depends on whether the submission is complete and whether documents are filed online or by mail with the Montana Secretary of State.

Montana LLC dissolution filing fee

To dissolve an LLC in Montana, owners must submit Articles of Dissolution (Domestic LLC) to the Montana Secretary of State. The current state filing fee is $30 for online filings and $50 for paper filings. Montana does not require tax clearance or approval from the Montana Department of Revenue before Articles of Dissolution can be filed.

Processing time

Online Articles of Dissolution filings are typically processed the same day or within one business day, provided the submission is complete and accurate. Paper filings generally take longer due to mail delivery and manual processing by the state. Because standard processing times are already short, Montana does not typically offer expedited dissolution services.

When dissolution becomes legally effective

A Montana LLC is officially dissolved once the Montana Secretary of State accepts and records the Articles of Dissolution (Domestic LLC). At that point, the LLC’s status in state records changes to “Dissolved”, and the company is no longer considered an active Montana business entity.

After approval: what to keep and verify

After dissolution is approved, retain copies of the filed Articles of Dissolution and the state’s acceptance confirmation. These records may be required later for tax filings, banking closures, contract terminations, audits, or legal verification.

If you prefer assistance with document preparation, filing coordination, or review of final obligations, FormLLC can help ensure your Montana LLC dissolution is completed accurately and without unnecessary delays or follow-up issues.

7. Final Tax Filings and Compliance Related to Dissolution

Although Montana does not require tax clearance or approval from the state before an LLC can be dissolved, owners should complete any applicable final tax filings and properly close related tax accounts. Taking these steps helps reduce the risk of future notices, penalties, or enforcement actions after dissolution.

Montana state-level tax and closure steps

• Review active Montana tax registrations: determine whether the LLC has any open tax accounts with the state, such as sales tax, employer withholding, or unemployment insurance, and confirm whether filings or payments are still required through the date of dissolution.
• Resolve outstanding Montana tax obligations: identify and pay any unpaid state taxes, including applicable income tax, sales tax, employer withholding, or unemployment insurance contributions, along with any accrued penalties or interest.
• File final Montana tax returns (if applicable): submit any required final state tax returns with the Montana Department of Revenue and mark them as final where appropriate. While Montana does not require tax clearance to dissolve an LLC, tax accounts should still be properly closed.
• Close Montana tax accounts: formally close or update any active state tax registrations—such as sales tax licenses or employer withholding accounts—to prevent future reporting or filing obligations.
• Cancel state and local licenses or permits: terminate any Montana or local business licenses, permits, or registrations associated with the LLC to avoid renewal notices or unnecessary fees.

Federal tax and record-keeping considerations

• Complete final federal tax filings: file all required federal returns associated with the LLC’s EIN, including final income, partnership, S corporation, or employment tax filings, depending on the LLC’s federal tax classification.
• Retain dissolution and tax records: keep copies of final tax filings, confirmation of account closures, and the filed Articles of Dissolution (Domestic LLC) for future reference, verification, audits, or compliance inquiries.

8. What Happens If You Don’t Properly Dissolve an LLC in Montana?

Simply stopping business operations does not legally close an LLC in Montana. Until Articles of Dissolution (Domestic LLC) are filed with and accepted by the Montana Secretary of State, the LLC continues to exist as a legal entity in Montana’s business records—even if the company is inactive or no longer operating.

Failing to complete a voluntary dissolution can expose owners to ongoing legal, financial, and administrative risk. This is different from administrative dissolution, which occurs when the state dissolves an LLC for statutory noncompliance—such as failing to maintain a registered agent or respond to state notices. Administrative dissolution is a state enforcement action and does not properly close the business or eliminate existing liabilities.

Common consequences of not properly dissolving a Montana LLC

• Continued legal existence: Without filed Articles of Dissolution, the LLC remains listed as active in Montana records and continues to exist as a legal entity.
• Ongoing state exposure: The LLC may continue to receive official notices or compliance-related correspondence from the state until it is formally dissolved.
• Liabilities are not eliminated: Administrative dissolution does not end responsibility for unpaid debts, contracts, or state and federal tax obligations.
• Member and financial risk: Unresolved creditor claims, contracts, or incomplete wind-down activities can create ongoing legal or financial exposure for LLC members.
• Future filing complications: Improperly closed LLCs may face delays or additional requirements when reinstating, dissolving at a later date, or forming new businesses in Montana.

9. Closing a Foreign LLC Registered in Montana

What is a foreign LLC?

A foreign LLC is a limited liability company that was formed in another U.S. state or jurisdiction but is registered to conduct business in Montana. If a foreign LLC no longer conducts business or has ceased operations in Montana, it must formally withdraw its registration with the state to end its legal authority to transact business in Montana.

Withdrawal vs. dissolution

Montana does not recognize a “foreign LLC dissolution.” Instead, a foreign LLC must file for withdrawal to terminate its authority to conduct business in Montana. Withdrawal does not dissolve the LLC in its home state—it only ends the company’s legal presence in Montana.

To withdraw, the LLC must file an Application for Withdrawal (Foreign LLC) with the Montana Secretary of State. Any dissolution or permanent closure of the LLC itself must be completed separately under the laws of the state or jurisdiction where the LLC was originally formed.

Common requirements to withdraw a foreign LLC from Montana

• File an Application for Withdrawal (Foreign LLC) with the Montana Secretary of State
• Pay the $5 Montana state filing fee for foreign LLC withdrawal
• Resolve any outstanding Montana tax obligations, such as income tax (if applicable), sales tax, or employer withholding, through the Montana Department of Revenue
• Confirm the LLC’s status in its home state remains active, withdrawn, or properly dissolved, as required by that jurisdiction

After withdrawal is approved

• The foreign LLC is no longer authorized to conduct business in Montana
• Registration with the Montana Secretary of State ends, and the LLC is removed from Montana’s active business records
• Proof of withdrawal should be retained for tax records, banking matters, audits, and future business registrations

10. Conclusion

Closing or dissolving an LLC in Montana is a formal legal action that permanently ends the business’s existence under state law. Simply stopping operations is not enough—an LLC remains active in Montana records until Articles of Dissolution (Domestic LLC) are filed with and accepted by the Montana Secretary of State.

By completing recommended wind-down steps, addressing any remaining tax obligations, and filing Articles of Dissolution, LLC owners can close their businesses with confidence and reduce the risk of future notices or follow-up issues. Montana’s low filing fees and typically fast processing make voluntary dissolution straightforward when handled correctly. If you prefer guided assistance, FormLLC can help ensure your Montana LLC is dissolved accurately and without unnecessary delays.