Updated August 24, 2026. Quick answer: Montana can dissolve an LLC without ever mailing it a personal notice. Under MCA 35-8-914, the secretary of state may notify a defaulting company either by letter to its registered agent, or by publishing a general notice once a month for three consecutive months in a newspaper of general circulation in Lewis and Clark County, the county that contains Helena, hundreds of miles from most Montana LLCs’ registered offices. Either method starts the same 90-day cure window. Reinstatement itself runs five years from dissolution under MCA 35-8-912, but that outer deadline is absolute: the statute says the secretary of state may not order a reinstatement if 5 years have elapsed, and the appeal process only lets a company contest a wrongful denial; it does not extend the five years.
If you’d rather have the reinstatement filed for you
Bizee can prepare and file the Montana reinstatement paperwork above on your behalf. State filing fees and any back taxes owed are separate, and you pay those directly either way.
Bizee’s BBB rating, verified directly against BBB’s own listing on September 2, 2026: a C, not accredited, with 83 complaints filed and BBB’s own finding that the business “has failed to resolve underlying cause(s) of a pattern of complaints.” Most complaints we found described difficulty canceling recurring services and strict refund policies, worth knowing before you hand over a card for the year-two renewal. Check BBB’s current listing yourself before you buy; a rating we didn’t just verify is worse than none.
We earn a commission if you purchase through this link, between $20 and $175 depending on which service you buy, disclosed here rather than left vague. This does not change the price you pay. We are not a law firm and this is not legal advice. Affiliate Disclosure.
Opens on Bizee’s site in a new tab.
What counts as default
MCA 35-8-209, titled ‘Administrative dissolution: rules,’ lists five grounds for involuntary dissolution: 60 days without a registered agent (or without reporting a registered-agent change), 140 days delinquent on the annual report, failure to remit required fees, procuring the certificate of existence through fraud, or an uncorrected abuse of statutory authority after written notice. The statute calls a company that trips any of these an entity ‘in default,’ and default is the trigger the rest of this page’s process runs on.
“has failed for 140 days to file its annual report within the time required by law;”
MCA 35-8-209(1)(b)
140 days is roughly four and a half months past the annual report’s due date, longer than the 60-day registered-agent grounds in the same list, but the trap in Montana is not the length of this window; it is how the state is allowed to tell you about it, covered next. The other four grounds are 60 days without a registered agent, 60 days without reporting a registered-agent change, failure to remit required fees, procuring the certificate of existence through fraud, and an uncorrected abuse of statutory authority after written notice of the alleged abuse; the fraud and abuse grounds additionally require the violation to be established by a district court order before the secretary of state can act on them.
Notice by newspaper, not just by mail
MCA 35-8-914 handles the actual dissolution procedure separately from the grounds in 35-8-209, and it gives the secretary of state two ways to notify a defaulting company: either one satisfies the statute.
“The secretary of state shall give notice to the defaulting limited liability companies by: (a) delivering a letter addressed to the limited liability company in care of its registered agent or any director or officer; or (b) publication of a general notice to all Montana limited liability companies once a month for 3 consecutive months in a newspaper of general circulation in Lewis and Clark County.”
MCA 35-8-914(3)
Lewis and Clark County is Helena’s county, on the west side of the state; an LLC registered in, say, Billings or Miles City has no statutory guarantee its owner will ever see that notice. Whichever method is used, it triggers the same fixed cure period:
“The notice referred to in subsection (3) must specify the fact of the proposed dissolution and state that unless the grounds for dissolution described in 35-8-209 have been rectified within 90 days following the delivery or publication of notice:”
MCA 35-8-914(4)
After 90 days with the grounds unrectified, the secretary of state may dissolve the company by order and compiles a public list of every LLC dissolved that way. Once dissolved this way, the company’s property and assets are held in trust by its members or managers, who can carry on business only to wind up affairs and notify claimants under the Act’s known- and unknown-claims sections, and dissolution still does not cut off the registered agent’s authority to accept service of process.
Five years, and the door then locks
“A limited liability company administratively dissolved under the provisions of 35-8-209 may apply to the secretary of state for reinstatement within 5 years after the effective date of dissolution to restore its right to carry on business in this state and to exercise all its privileges and immunities.”
MCA 35-8-912(1)
Five years sounds generous next to Alaska’s or Hawaii’s two, but the Montana version has no escape valve. The statute repeats the deadline as a flat prohibition on the secretary of state’s own authority to act, not just a filing window for the company:
“The secretary of state may not order a reinstatement if 5 years have elapsed since the date of dissolution.”
MCA 35-8-912(4)
Phrasing it as a limit on what the secretary of state may order, rather than only as a deadline for the applicant, forecloses the argument that a late-but-diligent application should still be considered. Once granted, though, reinstatement is fully retroactive: the company is treated as having existed continuously since its original organization.
If someone else already has the name
The reinstatement application must be executed by someone who was a member or manager at dissolution and must address the company’s name directly if it is no longer available.
“if its name has been legally acquired by another entity prior to its application for reinstatement, the name under which the limited liability company desires to be reinstated.”
MCA 35-8-912(1)(d)
Unlike Alaska’s or Hawaii’s separate distinguishability tests, Montana folds the name question directly into the reinstatement application itself: if the name is gone, the application states the replacement in the same filing, rather than requiring a separate name-amendment step. Nothing in 35-8-912 reserves the name for the company during the dissolved period; the statute only addresses what happens once the name is already taken by the time reinstatement is sought.
Appeal reaches a wrongful denial, not the deadline
“The company may appeal the denial of reinstatement to a district court within 30 days after delivery of the notice of denial.”
MCA 35-8-913(2)
That appeal exists to contest a denial of an application the company actually filed, for example, if the secretary of state wrongly rejected a complete, timely application. Nothing in 35-8-913 lets a court order reinstatement of a company that missed the 5-year window entirely; 35-8-912(4)’s bar on the secretary of state’s own authority to act stands regardless of how sympathetic the delay was. The appeal itself is filed by petitioning the district court to set aside the dissolution, attaching the secretary of state’s own certificate of dissolution, the company’s application, and the notice of denial; the court’s final decision can then be appealed further, the same as any other civil case.
What the application must contain
Beyond the name and execution requirements above, the application must set out the company’s business mailing address, a statement that its assets have not been liquidated, and a statement that a majority of members authorized the reinstatement application.
- A certificate from the Department of Revenue confirming all Title 15 taxes are paid, unless the LLC has a single member not electing corporate tax treatment.
- All annual reports not yet filed with the secretary of state.
- A statement that the company’s assets have not been liquidated.
This page could not confirm the current dollar reinstatement filing fee. sosmt.gov’s business, reinstatement, and fee-schedule pages, along with a linked fee-schedule PDF, all returned HTTP 403 this session; that figure should be confirmed directly with the Secretary of State before filing. Given the newspaper-notice option covered earlier, it is also worth checking directly with the Secretary of State’s office whether a particular dissolution was in fact preceded by mailed notice, published notice, or both, since the company’s own records may not show which method was used.
What this page does not do
- It does not state Montana’s current reinstatement filing fee in dollars. sosmt.gov’s business, reinstatement, and fee-schedule pages, and a linked fee-schedule PDF, all returned HTTP 403 this session; MCA 35-8-912 sets no dollar figure itself.
- It does not rule out an equitable exception to the 5-year cutoff located outside the LLC Act. Only MCA 35-8-209 and Part 9 (35-8-901 through -915) were read for this page; a general administrative-procedure statute elsewhere in Montana law was not searched.
- It is not legal advice.
Related: Dissolve an LLC in Montana and LLC cost in Montana. On the same reinstatement question elsewhere, see reinstating in Washington and Wyoming.
Sources
Every statement of law on this page is quoted from the text below, as read on August 24, 2026. Each row links the document it was read from.
| What it establishes | Source |
|---|---|
| Grounds for administrative dissolution | MCA 35-8-209 |
| Involuntary dissolution procedure, including the newspaper-notice option | MCA 35-8-914 |
| Reinstatement, including the 5-year cutoff and the name rule | MCA 35-8-912 |
| Appeal from denial of reinstatement | MCA 35-8-913 |
General consumer information, not financial, tax or legal advice. State rules are as published by the cited source on 2026-08-24 and change; your own facts govern, and a reinstatement question with money on it is one to put to a lawyer or accountant in that state.
If the company you actually want in Montana is an LLC you already have in another state, reinstating this one may not be the route: Montana’s statute calls the mechanism domestication, at Mont. Code Ann. § 35-8-1402(2). See how to move an LLC to Montana.
Reinstating so you can move the entity, not keep running it here? See moving an LLC out of Montana for the state-of-organization change itself, once the LLC is back in good standing.
Reinstating an LLC, not a corporation? See reinstating a corporation in Montana for the statute-specific filing, deadline and fee.