Form a Corporation in Montana.

Articles of Incorporation

Actually getting your new corporation authorized to conduct business in Montana requires filing articles of incorporation with the Corporation Bureau of the Montana Secretary of State’s office, along with a $70 filing fee. The articles must be delivered to the state by one or more incorporators, who may be either any natural person of legal age or a business entity. The articles must include:

• The name(s) and address(es) of each incorporator
• The number of shares that the corporation is authorized to issue
• The street address of the corporation’s initial registered office (and mailing address if different)
• The name of the corporation’s initial registered agent at that office

Some other items that aren’t required-but which may be included in the articles of incorporation-are:

• The names and addresses of all directors
• Eligibility requirements to be a director
• The corporate purpose(s)
• Par value for authorized shares or classes of shares
• Personal shareholder liability for corporate debts in certain situations
• Other provisions for managing the business and regulating the affairs of the corporation

Registered Agent and Office

Montana corporations must have a registered in-state agent-either a natural person who is a resident of Montana or a corporation authorized to conduct business in the Big Sky State. The registered agent is responsible for receiving official state administrative and legal correspondence on behalf of the corporation.

The registered agent must have a business office that is the same as the registered office.

Bylaws

A corporation is required to keep its bylaws available at its primary executive office, but it is not required to file them with the state. The incorporators or board of directors should adopt the corporation’s bylaws at their first meeting, insuring that there is no conflict with the corporation’s articles of incorporation or state law. They should also keep them updated as time goes on. Bylaws set forth the corporation’s basic operating principles from both the managerial and legal perspectives, and should include (as a minimum):

• What authority directors have, how many there are, and how long they serve
• Duties and responsibilities of officers and how long they serve
• How consensus on major decisions is reached, both with and without meetings
• How, when, and where shareholders’ and directors’ meetings are held
• How the corporation’s stock is issued
• Requirements for publishing annual financial information to shareholders

Directors

Officers of the company must be either listed in the bylaws or elected by the board. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors. At least one officer must authenticate the corporation’s records, as well as prepare the minutes of directors’ and shareholders meetings. Any officer may hold more than one office in the corporation, unless otherwise prohibited by law or the corporation’s articles of incorporation or bylaws.

Requiment Reports

Montana corporations must file a report with the Montana Secretary of State each year between January 1 and April 15, except for the first calendar year of incorporation. The report must contain:

• The corporation’s name and its state of original incorporation
• The mailing address (and street address, if different) of its registered office
• The name of its registered agent there
• The address of the corporation’s principal office
• The names and business addresses of the directors and principal officers
• A brief description of the nature of the corporation’s business
• The total number of authorized, issued, and outstanding shares, itemized by class and series

Additionally, the corporation must send its most recent financial statements to any shareholder who requests them in writing. These statements must show in reasonable detail the corporation’s assets and liabilities, as well as the results of its operations.

Taxes

Montana imposes an annual corporation license tax, for which the minimum payment is $50.

Additionally, “S corporation” status is recognized by the State of Montana. A “subchapter S” corporation (frequently referred to as an “S corp”) is treated as a pass-through entity for tax purposes in the same way as a sole proprietorship or partnership. The S corp does not file a tax return on its own behalf; instead, all tax-related data for the S corp is filed as part of the owner’s individual income tax.