Q: I’m moving my company from Oregon to Montana… Would this be something you could help assist with?
Thank you to Keegan W. of RxMedia (find them on Facebook) for this question! We’re happy to help our customers move their business from one state to another. If you’re thinking of moving your LLC to Montana, here’s what you’ll want to consider :
1. Dissolve your LLC and form a new Montana LLC
This is the most straight-forward method of moving your LLC to Montana:
- Dissolve your current LLC
- Start a new Montana LLC
Though it gets the job done, dissolution can be a hassle. In addition to filing dissolution papers with your state business authority, you’ll also have to go through a process called “winding up” which entails paying off all debts, liquidating all company assets, and making any distributions that are still owed to your LLC members. You’ll have to do this regardless of the fact that you’re moving your current company, in its same configuration, to a new state.
This may be the best choice for your business, but you might want to consider an LLC merger instead.
2. Merge your current LLC with a new Montana LLC
In some cases, you may form a new Montana LLC, then simply merge your old company with the new one in Montana. This means that all the property, debts, assets and liabilities your company has accrued over the years will be vested in your new LLC (in Montana), so you won’t have to go through the process of winding up your company in its previous state of formation.
How do I merge my company with a Montana LLC?
To merge your company with a Montana LLC, you’ll first want to make sure to register a new LLC in Montana. (This involves submitting Montana Articles of Organization and paying the $70 filing fee.) After you have your Montana LLC, you’ll need to prepare two things:
- Plan of Merger
- Articles of Merger
What’s a plan of merger for a Montana LLC?
A plan of merger is a document you’ll draft within your company. It ensures that all members of your LLC are on the same page when it comes to a merger. According to MT Code § 35-8-1201, a plan of merger in Montana must include:
- The name of your business outside Montana
- The name of your business inside Montana (referred to as the “surviving entity”)
- Entity type (LLC)
- Terms and conditions of the merger
- Method for converting membership interests from the old LLC to your new Montana LLC
- Street address for principal place of business in Montana
Your plan of merger must also be approved by all members, or the number (or percentage) of members stipulated in your out-of-state LLC’s operating agreement.
What are articles of merger in Montana?
Once your company has drafted and adopted a plan of merger, you’ll need to draft articles of merger. This document must be signed by both LLCs, and filed with the Montana Secretary of state. Though Montana does not provide an articles of merger form, according to MT Code § 35-8-1202 your articles must include:
- The name and jurisdiction of each LLC party to the merger
- The date articles of organization were first filed for each LLC
- A statement that the plan of merger has been approved and signed on behalf of both companies
- Name and address of the surviving Montana LLC
- Effective date of merger
- Any changes that must be made to the surviving Montana LLC’s articles of organization
- Name and address of the registered agent in Montana
Does Montana offer domestication for LLCs?
No. Domestication—the state-assisted process of moving a company’s formation documents from one state to another—is often the easiest method for moving a company to a new state. Though Montana offers domestication services for corporations (see: MT Code § 35-14-920), the state does not offer the equivalent for LLCs.
For more on corporate domestication in Montana, check out: How to Move Your Corporation to Montana.
3. Register as a Foreign LLC in Montana
If you plan to continue doing business in the state your LLC is currently registered in—even after you move business operations to Montana—you may wish to maintain your business registration in that state. In this case, you’ll have to register your business as a Foreign Montana LLC ($70).
The path you choose will depend on the needs of your business. If you have more questions about what’s right for your business, you may want to consult a business attorney in Montana.