What happens if your Montana LLC misses its annual report, and how to reinstate it
Montana’s own word for it: “Involuntary Dissolution”. Time limit to get back: 5 years. Tax clearance: Required (most LLCs, Department of Revenue Title 15 certificate).
Checked against the Montana Secretary of State, September 2026.
- What Montana calls it
- “Involuntary Dissolution”
- Tax clearance
- Required(most LLCs, Department of Revenue Title 15 certificate)
- Time limit to get back
- 5 years
How it unfolds in Montana
- MissedAnnual report
- Status“Involuntary Dissolution”
- The way backReinstatement form (online), after every missing annual report
Montana Secretary of State (Business Services Division)
What does Montana call a company that missed its filings?
‘Involuntary Dissolution’ (SOS record status). The SOS help center defines it as ‘Administratively dissolved due to missed filings and fees, or not maintaining a registered agent’. The statute says the LLC ‘may be dissolved involuntarily by order of the secretary of state’ (35-8-209) and is ‘in default’ before that (35-8-914(1)). The reinstatement section uses ‘administratively dissolved’ (35-8-912).
What triggers it in Montana?
Under MCA 35-8-209(1) the SOS may dissolve an LLC for: failing for 60 days to file a statement of change after changing its registered agent, or failing for 60 days to appoint and maintain a registered agent; failing for 140 days to file its annual report; failing to pay any fees required by law; procuring its certificate through fraud; or abuse of authority continuing after written notice. The fraud and abuse grounds must be established by district court order. The annual report is due between January 1 and April 15 each year (35-8-208(3)).
Before it happens
By September 1 each year the SOS compiles a list of defaulting LLCs. It gives notice by letter to the registered agent, or by a general notice published monthly for 3 months in a Lewis and Clark County newspaper. If the grounds are not fixed within 90 days after delivery or publication, the SOS may dissolve the LLC by order (35-8-914(2)-(5)).
How do you reinstate a Montana LLC?
Filed online in the SOS portal (biz.sosmt.gov). First file each missing annual report. Then, under ‘Filing Actions’, choose the ‘Reinstatement’ form, upload the tax certificate if required, and pay the reinstatement fee. Under the statute, the application must be signed by a person who was a member or manager at the time of dissolution. It must state the LLC’s name and mailing address, that its assets have not been liquidated, that a majority of members authorized the application, and, if the name has been taken, the new name.
Where to file
Montana Secretary of State, Business Services Division (online portal biz.sosmt.gov).
Missed filings and fees
Yes. All annual reports not yet filed must be submitted with the reinstatement application (35-8-912(2)(b)). The SOS says filing the missing reports alone does not restore active status; the Reinstatement Application is also required.
Is there a deadline to reinstate a Montana LLC?
Within 5 years after the effective date of dissolution (35-8-912(1)). The SOS may not order reinstatement once 5 years have passed (35-8-912(4)). The SOS says domestic corporations and LLCs are eligible for reinstatement within 5 years of the dissolution date.
After that
Reinstatement is barred: ‘The secretary of state may not order a reinstatement if 5 years have elapsed since the date of dissolution.’ The statute provides no late reinstatement or revival.
Do you need tax clearance in Montana?
Required
Yes, for most LLCs. The LLC needs a certificate from the Montana Department of Revenue stating that all Title 15 taxes have been paid (a ‘Title 15 Certificate’, requested through the DOR Transaction Portal). A single-member LLC that has not elected to be taxed as a corporation is exempt.
What happens to the company name meanwhile?
The statute gives no protection while the LLC is dissolved. If another entity has legally acquired the name before the application, the application must give the name under which the LLC wants to be reinstated (35-8-912(1)(d)).
What changes once it is fixed?
Restoration relates back to the date the LLC was administratively dissolved, and the LLC is considered to have been an existing legal entity from the date of its original organization (35-8-912(5)). While dissolved, property is held in trust by members or managers and the LLC may only wind up (35-8-914(6)). The registered agent’s authority continues (35-8-914(7)).
What changes for corporations in Montana?
Business corporations fall under the Montana Business Corporation Act: grounds in MCA 35-14-1420, procedure in 35-14-1421, reinstatement in 35-14-1422. The grounds differ somewhat: fees, interest or penalties unpaid for 60 days; annual report more than 120 days late (140 days for LLCs); no registered agent or office for 60 days; or expired duration. The same September 1 list and 90-day cure period apply. The limit is also 5 years. The corporation must file an application stating that the grounds did not exist or have been eliminated and that its name complies with 35-14-401, plus a DOR Title 15 certificate (no single-member exception), all unfiled annual reports, and fees and penalties. The SOS cancels the certificate of dissolution. Reinstatement relates back to the effective date of dissolution.
What should you file first?
Start with the tax clearance: where Montana requires one, the reinstatement has to include it or wait for it. Then file, with the missed filings and fees described above.
Tax clearance
Required (most LLCs, Department of Revenue Title 15 certificate)
The filing
Reinstatement form (online), after every missing annual report
Where it goes
Montana Secretary of State, Business Services Division (online portal biz.sosmt.gov).
What does Montana ask you to file, so it does not happen again?
| Obligation | Form | Due | If late |
|---|---|---|---|
| LLC formation (Articles of Organization) | Articles of Organization (online via SOS Enterprise/ePass) | At formation | None |
| Annual report | Montana Annual Report (online only) | April 15 each year | Filing after April 15 incurs a late fee; if still unfiled about 140 days after the deadline the Secretary of State lists the entity in default (around September 1) and involuntarily dissolves it if not cured by December 1 |
| Change of registered agent | Statement of Change of Registered Agent and/or Registered Office | When the agent changes | None |
From the same Montana record as the Montana registered agent page. State fees change; we confirm current amounts with you before anything is filed.
Put every recurring Montana deadline in your calendar with the compliance calendar, or see what Montana requires of your registered agent.
Which Montana laws govern it?
MCA 35-8-209 (grounds for administrative/involuntary dissolution); 35-8-914 (procedure); 35-8-912 (reinstatement); 35-8-913 (appeal from denial of reinstatement).
Sources, checked September 2026:
- Montana Legislature (Montana Code Annotated 2025)— MCA 35-8-209, 35-8-912, 35-8-913, 35-8-914
- Montana Secretary of State, Business Services Division— SOS Help: ‘What does Involuntary Dissolution and/or Expired mean?’; MCA 35-8-209, 35-8-912, 35-8-914
- Montana Legislature (Montana Code Annotated 2025)— MCA 35-8-209; 35-8-208(3)
- Montana Legislature (Montana Code Annotated 2025)— MCA 35-8-914
- Montana Secretary of State, Business Services Division— SOS Help: ‘How to Reinstate a Business’; MCA 35-8-912(1)
- Montana Secretary of State, Business Services Division— SOS Help: ‘How to Reinstate a Business’
- Montana Legislature (Montana Code Annotated 2025)— MCA 35-8-912(2)(a); SOS Help: ‘How to Reinstate a Business’
- Montana Legislature (Montana Code Annotated 2025)— MCA 35-8-912(2)(b); SOS Help
- Montana Legislature (Montana Code Annotated 2025)— MCA 35-8-912(1)(d)
- Montana Legislature (Montana Code Annotated 2025)— MCA 35-8-912(1), (4); SOS Help
- Montana Legislature (Montana Code Annotated 2025)— MCA 35-8-912(4)
- Montana Legislature (Montana Code Annotated 2025)— MCA 35-8-912(5); 35-8-914(6)-(7)
- Montana Legislature (Montana Code Annotated 2025)— MCA 35-14-1420, 35-14-1421, 35-14-1422
Checked against the Montana Secretary of State (Business Services Division) and the statutes above · Last checked September 2026. Not legal advice: the filing office has the final word on your entity.
Montana
Behind on a Montana filing?
Send us the entity and any notice you received. A compliance check shows where it stands with the Montana Secretary of State, and state fees are confirmed with you before anything is filed.