How to File a Montana LLC or Corporation Amendment

As a Montana business owner, you probably have business compliance on your mind. Keeping your public information on file with the state up to date is part of those responsibilities. When a Montana limited liability company (LLC) or corporation makes changes to certain public information, you must file an amendment to your Articles of Organization or your Articles of Incorporation, known as Articles of Amendment, with the state. We’ll show you how to file a Montana amendment to keep your business compliant and in good standing with the state, and how we can help.

Amending a Montana LLC Articles of Organization

If you need to make changes to your Montana LLC, we’ll show you how in this section. But if you need to make changes to a corporation, keep scrolling to the section titled “Amending a Montana Corporation Articles of Incorporation.”

Step 1: Determine if you need to amend your Articles of Organization

In Montana, the Articles of Organization is the form that officially creates your LLC; technically, until this form is filed, your LLC doesn’t even exist. This form asks for a variety of information about your business, including:

• Your LLC name
• The duration of the business (if not perpetual)
• Address for the principal office
• Name and address of your registered agent
• Whether the LLC will be managed by members or managers
• Names and addresses of the initial members (if managing)
• Member liability (if applicable)
• Other provisions you wish to include

Generally, if you need to change the information included in your Articles, then you’ll need to file an amendment. However, if you’re only changing your business’s principal address and/or mailing address, you would instead file a “Principal Office Address Change” form by going to the Montana Secretary of State Online Business Services website, searching for your business, and following the prompts. There’s no fee for this filing.

While you can change your registered agent and/or registered office with an amendment, you can also do so by filing a “Statement Of Change – Registered Office, Agent, Both” form online. If this is the only change you’re making, you might want to do this instead because, unlike an amendment, it has no filing fee.

Step 2: Identify and gather the information you need to amend

Montana LLCs need to file Articles of Amendment in order to make changes to their Articles of Organization. You can make a variety of changes, from a new business name to how the company is managed and more. But before you begin the paperwork, you’ll want to gather the information you need to make your desired changes.

In your Articles of Amendment, you’ll need to include:

• Name of your LLC
• The date you filed your original Articles of Organization
• The text of each amendment you’re making

Having all of this information on hand can help streamline your filing process.

Why should I update my Articles of Organization?

Keeping your business compliant with state business regulations helps it maintain its entitlement to all of its legal benefits. When you file your entity as a legal LLC in Montana, all information included in your filing becomes public knowledge. If your information changes but you don’t update it, the public may not have accurate contact information. Any changes in your registered agent should be reported as well since they are responsible for receiving service of process and other important communications on behalf of your business.

Are there penalties if I don’t?

There aren’t any direct financial penalties for failure to update your Articles of Organization. However, the indirect penalties can present a bigger challenge to your Montana LLC than a fine. Failure to file Montana LLC Articles of Amendment can mean that your business can’t get a Certificate of Good Standing. A Montana Certificate of Good Standing is the document that says your business is current on its filings with the state, has paid all its fees, and is a valid Montana business.

Some problems your business may encounter if it can’t get a Certificate of Good Standing include:

• Inability to raise capital
• Inability to open a business bank account
• Inability to obtain business licenses
• Inability to do business in other states or countries

This is a non-exhaustive list of problems your business may encounter if it’s unable to obtain a Certificate of Good Standing.

Step 3: File your Articles of Amendment

Now it’s time for you to file your paperwork. The Articles of Amendment are filed with the Montana Secretary of State through their online Business Services Portal system. In order to access this system, you’ll need to have your company’s login information (or create an account if you don’t already have one). After signing in, use the “Search” feature on the left-side menu to find your business. Go to the “Filing Actions” button and choose the amendment form. From there, you’ll choose the amendment form, complete it, click the “File Online” button, and pay the fee with a credit/debit card or e-check. At the time of this writing, there’s a $15 fee for this filing.

When the application is approved, the system will send you an email. That email will also provide you with instructions on how to log in to your account and download your confirmation documents.

Amending a Montana Corporation Articles of Incorporation

Need to make changes to your Montana corporation? We’ll show you how in this section.

Step 1: Determine if you need to amend your Articles of Incorporation

In Montana, corporations file the Articles of Incorporation to create their business; technically speaking, the corporation doesn’t even exist until this paperwork is processed. The Articles of Incorporation requests a variety of information about your business, such as:

• Name of the corporation
• Number of shares the corporation can issue
• Name and address of the registered agent

There are also a variety of optional provisions you can include if you wish, such as:

• Names and addresses of the initial directors
• Purpose of the corporation
• Powers of the corporation, its directors, and its shareholders
• Classes or par value of shares
• Limitations on liability of shareholders or directors
• Any other provisions you wish to include

Generally speaking, if you need to make changes to this information, you’ll need to file an amendment.

Step 2: Identify and gather the information you need to amend

Montana corporations need to file the Articles of Amendment to make changes to their founding documents. But before you start your paperwork, it’s helpful to gather the information you’ll need to make your desired changes.

Currently, state law requires your Articles of Amendment to include the following:

• Name of the corporation
• Text of each amendment you’re making
• How the reclassification of shares will be executed (if the amendment causes a change in the number, class, or value of shares)
• The date each amendment was adopted
• How the amendment was approved

Having this information on hand can help streamline your filing process.

Step 3: File your amendment with the Montana Secretary of State

Next, it’s time to file your paperwork. The Articles of Amendment are filed with the Montana Secretary of State through their online Business Services Portal system. In order to access this system, you’ll need to have your company’s login information (or create an account if you don’t already have one). After signing in, use the “Search” feature on the left-side menu to find your corporation. Go to the “Filing Actions” button and choose the amendment form. From there, you’ll choose the amendment form, complete it, click the “File Online” button, and pay the fee with a credit/debit card or e-check. At the time of this writing, there’s a $15 fee for this filing.

When the application is approved, the system will send you an email. That email will also provide you with instructions on how to log in to your account and download your confirmation documents.

Montana Articles of Amendment vs. Articles of Correction

If you discover that you accidentally made an error on your formation documents, you don’t necessarily have to file the Articles of Amendment. Instead, you can file Articles of Correction. This form allows you to correct those errors. It does not allow you to make substantive changes. For that, you need the Articles of Amendment. The filing fee for Articles of Correction at this time is $15.

Montana Articles of Amendment vs. Restated Articles

It’s not uncommon for a business to make quite a few changes to its Articles of Organization or its Articles of Incorporation over the course of its lifetime. Technically, every time you make an amendment, you’re actually adding to your original Articles. However, Restated Articles of Incorporation or Organization replaces the current articles, consolidating everything into a single form. All of the amendments become part of that document.

Montana doesn’t provide a form for Restated Articles of Organization or Incorporation, so you must create your own. You’ll need to designate in the header of the document that it’s a Restatement of the Articles. There should also be a header or introductory paragraph stating the limited liability company’s or corporation’s present name and, if it has been changed, all of its former names and the date of the filing of its Articles of Organization or Incorporation. If you’re restating Articles of Incorporation, you must include additional information about shareholder approval. Contact the Montana Secretary of State office for guidance.

We can help your Montana business stay compliant

We can be your trusted guide in helping you understand Montana business compliance. Our Worry-Free Compliance service with two yearly amendments can help keep your Montana business on track. Our formation services, registered agent service, and wide range of compliance tools and services can help you get on the fast track to success as a Montana LLC or corporation.