Montana Articles of Incorporation: Contents, Filing, and Next Steps

Montana Articles of Incorporation are the document you file with the Secretary of State to create a corporation, and for a for-profit entity the filing fee is $35.¹ The corporation legally exists the moment the state accepts the filing, so the contents of the document have to be right the first time. Montana’s Business Corporation Act, Title 35, Chapter 14, controls what goes in.

What the Articles Must Contain

Four items are mandatory under Montana Code 35-14-202.² Leave any of them out and the filing will come back rejected.

A corporate name that satisfies Montana’s naming rules.
The total number of shares the corporation is authorized to issue. This is a ceiling, not a floor; you don’t have to issue all of them.
The street and mailing address of the initial registered office in Montana and the name of the registered agent at that office. The agent is the person or entity authorized to accept legal papers for the corporation.
The name and address of each incorporator. The incorporator is whoever signs and files the document. Incorporators don’t have to become directors or shareholders.

The registered office is not the same thing as your principal business office. They can be the same address, but Montana only requires the registered office in the articles. Plenty of corporations use a commercial registered agent at an address separate from where the business actually operates.

Optional Provisions Worth Including

The statute lets you add several optional provisions. None are required to get the filing approved, but a few are worth thinking through before you file.

Initial directors. Naming them in the articles lets the corporation start operating right after the state accepts the filing, without a separate incorporator action to appoint a board.
Director liability limitation. You can shield directors from personal liability for money damages tied to their decisions as directors. The shield cannot cover a director who received a financial benefit they weren’t entitled to, intentionally harmed the corporation or shareholders, violated the rules on improper distributions, or broke criminal law.
Indemnification. The articles can require or permit the corporation to pay a director’s legal costs and liability, subject to the same carve-outs as the liability limitation.
Business purpose. You can state one, but most Montana corporations leave this out and rely on the statutory default of any lawful business.
Share structure details. If you want multiple classes of stock with different rights, or a par value on your shares, put that in the articles.

The director liability limitation is the single most useful optional provision for a new corporation. Without it, directors carry broader personal exposure for business decisions that turn out badly, even decisions made in good faith. It is easier to include the clause at formation than to amend it in later.

Corporate Name Rules

The name must include one of the following words or abbreviations: Corporation, Incorporated, Company, or Limited, or the abbreviations Corp., Inc., Co., or Ltd.³ Foreign-language equivalents are allowed. The name also cannot suggest a purpose the articles don’t authorize, so a corporation whose articles say nothing about banking cannot call itself a bank.

Search the Secretary of State’s business database before you file to confirm your name is available. If you have the name but aren’t ready to file, Montana will reserve it for 120 days for $10. Reservations cannot be renewed, so use that window.

How to File and What It Costs

File the articles with the Montana Secretary of State online at biz.sosmt.gov or by mail.⁴ Online filing is faster and more common, and the portal walks you through the required fields, which cuts down on rejections. You’ll need to create an account the first time.

The for-profit filing fee is $35.¹ Nonprofit corporations pay $20, and business trusts pay $70. The Secretary of State reviews the articles for statutory compliance and, once accepted, the corporation exists as of the filing date.

What to Do After the State Accepts the Filing

Filing creates the corporation. A few follow-up steps turn it into a functioning entity.

Get an EIN

Every corporation needs an Employer Identification Number from the IRS, whether or not it plans to hire. You’ll need it to open a bank account and file tax returns. Applying online through the IRS website issues the number immediately; you can also apply by mail or fax using Form SS-4.⁵

Hold an Organizational Meeting

If you didn’t name initial directors in the articles, the incorporators have to elect them. The board then holds an organizational meeting to adopt bylaws, appoint officers, authorize issuance of shares, open a corporate bank account, and handle other startup items. Document these actions in writing even if the same person holds every role; the paperwork is what preserves the corporation’s separate legal standing.

Calendar the Annual Report

Montana requires every corporation to file an annual report with the Secretary of State between January 1 and April 15 each year. The first report is due the year after formation.⁶ The report covers the corporation’s name, registered office and agent, principal office address, directors and officers, and a brief description of business activities.

File on time and the fee is waived. File late and you owe $35.¹ Missing the report repeatedly can lead to administrative dissolution.

Amending the Articles Later

You can amend the articles at any time to add, change, or remove provisions, as long as the amendment would be allowed in a newly filed set.⁷ Common amendments include changing the name, adjusting authorized shares, adding a director liability limitation that was left out at formation, or restructuring share classes.

The board adopts a resolution proposing the amendment and submits it to shareholders. Certain amendments trigger separate voting by affected share classes: a reclassification, a change to the rights or preferences of a class, or the creation of a new class with superior distribution rights lets the holders of that class vote as a separate group, even if those shares are normally nonvoting.⁸ Once approved, Articles of Amendment are filed with the Secretary of State for a $15 fee.¹

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Montana Secretary of State. Business Services Filing Fees
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Montana State Legislature. Montana Code 35-14-202 – Articles of Incorporation
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Montana State Legislature. Montana Code 35-14-401 – Corporate Name
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Montana Secretary of State. Business Services
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Internal Revenue Service. Instructions for Form SS-4
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Montana State Legislature. Montana Code 35-2-904 – Annual Report for Secretary of State
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Montana State Legislature. Montana Code 35-14-1001 – Authority to Amend
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Montana State Legislature. Montana Code 35-14-1004 – Voting on Amendments by Voting Groups