Question 1

Do I need a tax clearance certificate from the Montana Department of Revenue to dissolve my corporation?

Accepted Answer

No. Montana Code Annotated Section 15-31-552 is captioned Corporation dissolution or withdrawal certificates and tax clearance certificates furnished, and that caption misleads people into treating it as a prerequisite. Read it and both certificates are permissive. Subsection (1) says that for purposes of voluntary withdrawal or dissolution as set forth in Title 35, upon request of a corporation, the department of revenue may furnish to it a dissolution or withdrawal certificate. Subsection (2) says that upon final withdrawal or dissolution the department may furnish a tax clearance certificate covering the corporation's final year of existence in Montana, so that one is issued after the dissolution, not before. Nothing attaches either to the filing. Searching all 22 sections of the dissolution part returns zero hits for clearance and zero for consent, and the Secretary of State's own dissolution instruction asks for nothing from the Department of Revenue. The certificate is still worth requesting if a buyer, lender or successor wants documentary proof that Montana taxes are settled, and Section 15-31-553 lets the Department charge a cost-reimbursement fee for preparing it.

Question 2

How do I file Montana articles of dissolution when the state publishes no form number?

Accepted Answer

You build it in the portal rather than downloading it. Section 35-14-120(9) says the document must be delivered to the office of the secretary of state for filing by electronic transmission, with the Secretary of State able to authorize exceptions, so electronic delivery is the default rather than a convenience. Section 35-14-121(1) then lists the five filings for which the Secretary of State may prescribe a mandatory form, and articles of dissolution is not one of them; subsection (2) allows forms for other documents but says their use is not mandatory. That is why no Montana form number exists to hunt for. The Secretary of State's instruction, last updated 08/04/2026, is to file the appropriate dissolution form at the Secretary of State search, search for the business, click on its name, and go to the Filing Actions to find the form. The Business Filing Portal is at biz.sosmt.gov.

Question 3

How much does it cost to file articles of dissolution in Montana?

Accepted Answer

Nothing for the filing itself. The Secretary of State's Business Services Filing Fees page lists, in the Corporations block under Domestic Filings, the line Articles Of Dissolution at NO FEE. The surrounding rows in that same table show what the office does charge: $35.00 for articles of incorporation for a profit corporation, $15.00 for articles of amendment, $20.00 for articles of merger, and $15.00 to revoke a dissolution. Section 35-14-122 is the reason the schedule rather than the statute is the right place to look, because it directs that the Secretary of State shall establish the fees and that they be set and deposited in accordance with Section 2-15-405. No dollar figure appears in the statute at all. Two optional costs do exist if you need speed or paper: priority handling is $20.00 for 24 hour processing and $100.00 for 1 hour, a certified copy is $10.00, and a Certificate Of Existence is $5.00.

Question 4

Who has to vote before a Montana corporation can file articles of dissolution?

Accepted Answer

The board goes first, the shareholders decide. Under Section 35-14-1402(1) the board of directors may propose dissolution for submission to the shareholders by first adopting a resolution authorizing the dissolution, and it must recommend approval unless a conflict of interest or other special circumstances lead it to make no recommendation, or unless Section 35-14-826 applies, in which case it must tell the shareholders the basis for that determination. The default threshold in Section 35-14-1402(5) is a majority of the votes entitled to be cast on the dissolution, plus a majority of the votes entitled to be cast by any class or series voting as a separate group. Montana lets the articles of incorporation move that bar in either direction, requiring a greater vote or a lesser vote, subject to floors tied to Section 35-14-725(3). Notice of the meeting must go to each shareholder regardless of whether entitled to vote, and must state that a purpose of the meeting is to consider dissolving the corporation. A corporation that never issued shares or never commenced business skips the vote entirely under Section 35-14-1401, where a majority of the incorporators or initial directors can dissolve it.

Question 5

Do I have to notify creditors before dissolving a Montana corporation?

Accepted Answer

No, and the sequencing is worth getting right. Both of Montana's notice provisions are elective and both operate after dissolution takes effect, so neither is a hurdle in front of the filing. Section 35-14-1406(1) says a dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after its effective date. That written notice has to describe what a claim must contain, give a mailing address, state a deadline that may not be fewer than 120 days after the notice is effective, and warn that the claim will be barred if it arrives late. If the corporation rejects a claim, the claimant has 90 days after the rejection notice is effective to start a proceeding. Section 35-14-1407 covers everyone else and is also a may. Skipping both is permitted, and the cost of skipping is that no statutory bar ever starts running.

Question 6

How long do claims survive against a dissolved Montana corporation, and who can be pursued for them?

Accepted Answer

Three years if the corporation publishes, and indefinitely in practical terms if it does not. Section 35-14-1407(2) gives two publication routes and Montana is unusual in treating them as true alternatives: one publication in a newspaper of general circulation in the county where the principal office, or failing that the registered office, is or was last located, or conspicuous posting for at least 30 consecutive days on the dissolved corporation's website. Either way the notice must state that a claim is barred unless a proceeding to enforce it is commenced within 3 years after publication, and that bar then reaches claimants who got no written notice, claimants whose timely claim was never acted on, and contingent or post-dissolution claimants. Where a claim is not barred, Section 35-14-1407(4) allows enforcement against the dissolved corporation's undistributed assets, or, once assets have gone out in liquidation, against a shareholder up to the lesser of that shareholder's pro rata share of the claim or the assets distributed to them, capped overall at the total each shareholder received. Section 35-14-1408 offers a district court route to set security for contingent and unknown claims, which shields shareholders who took liquidation assets.

Question 7

Do I still owe a final Montana corporate income tax return after dissolving the corporation?

Accepted Answer

Yes, and it is a separate obligation from the filing rather than a condition on it. Section 15-31-143(2) requires that each corporation that is dissolved or ceases to do business in Montana shall, upon the dissolution or cessation of business, make a return and pay the corporate income tax determined on the basis of its net income for the final period in which it did business in this state, in addition to all other corporate income taxes then owing. Subsection (1) adds that no remission of that obligation for the corporation's last year in business was intended. The return is the Montana Corporate Income Tax Return, Form CIT, at the Department of Revenue's published rates of 6.75 percent standard, 7 percent on a water's edge election, 0.5 percent on the alternative gross sales basis, and a minimum tax of $50. Calendar year returns are due May 15 and fiscal year returns on the 15th day of the 5th month after year end. Because Montana has no general sales tax, there is no sales tax account to close alongside it. Letting the corporate return lapse instead of dissolving has its own consequence: under Section 15-31-523 a five year run of unfiled returns or unpaid tax ends with the Department certifying the fact to the Secretary of State and the corporation being dissolved on the state's terms.

Question 8

Which Montana statutes govern articles of dissolution now that the older chapter was repealed?

Accepted Answer

Title 35, chapter 14, part 14 of the Montana Code Annotated, specifically Sections 35-14-1401 through 35-14-1409 for the voluntary route. That part belongs to the Montana Business Corporation Act, which Section 35-14-101 names and which was enacted in full by Chapter 271, Laws of 2019. The trap is the old numbering. Title 35, chapter 1 is now the Montana Benefit Corporation Act, its parts 1 through 13 are captioned as renumbered or repealed, and the former voluntary dissolution sections 35-1-931 through 35-1-944 each carry the note Repealed, Secs. 269, 274, Ch. 271, L. 2019. Anything citing 35-1-931 and its neighbours is quoting law that no longer exists, which matters because plenty of third party guidance still does. Keep two further distinctions in view: chapter 6 of Title 35 is Involuntary Corporate Dissolution, and Sections 35-14-1420 through 35-14-1423 cover administrative dissolution by the Secretary of State. Neither is the voluntary filing described here.

Montana Articles of Dissolution

Find out where you stand in Montana

Introduction

Key Things to Know

Key decisions before you file

Customize your Articles of Dissolution Template with DocDraft

Montana Requirements for Articles of Dissolution

No Department of Revenue Clearance Gates This Filing

The Elective Clearance Certificate Under Section 15-31-552

Articles of Dissolution, No Form Number, Electronic Delivery

No Filing Fee, With Optional Priority Handling

Board Resolution Plus a Majority of the Votes Entitled to Be Cast

Creditor Notice Is Elective: 120 Days, or 30 Days on Your Website

Final Form CIT Return and Payment on Dissolution

No Notarization, and 120 Days to Change Your Mind

Frequently Asked Questions