Form a Domestic Series Limited Liability Company in Montana – Articles of Organization for Domestic Series Limited Liability Company (Form 19B)

The Montana Articles of Organization for Domestic Series Limited Liability Company (Form 19B) is required of Series Limited Liability Companies and Series Professional Limited Liability Companies by the Montana Secretary of State when such entities intend to operate and conduct business in Montana. This form will represent the minimum reporting requirements for such entities. Organizers are expected to be fully abreast of the formation and registration process required by the Montana Secretary of State and are encouraged to seek professional consultation with a Montana licensed attorney or C.P.A. to confirm their compliance with the Montana Secretary of State’s requirements.

The Filing Fee for the Montana Articles of Organization for Domestic Series Limited Liability Company (Form 19B) is $70.00. There will also be a $50.00 Fee for each Series Members. This package must be submitted by mail and all fees must be paid in full with the use of a check payable to “Secretary of State.” This form will take the Montana Secretary of State ten business days to process, on average, however, you may expedite the review process to 24 Hour Service or 1 Hour service for an additional $20.00 Expediting Fee or $100.00 Expediting Fee (respectively). This is not mandatory but is available upon request.

How To File

Download Form

Step 1 – You may obtain a blank copy of the Montana Articles of Organization for Domestic Series Limited Liability Company (Form 19B) by clicking on the link labeled “Download Form,” then saving it to your computer. Information may be entered by either printing this form and using a typewriter or on-screen utilizing a PDF form friendly browser or editing program.

Step 2 – Typically it will take about ten business days to process this paperwork however this may be expedited upon request for a fee. This is not required but may be a useful option for some. If you wish to expedite, you may request it by checking the desired level of service by selecting the appropriate check box in the upper right area of the first page. Locate the words “Required Filing Fee: $70.00 for series LLC.” If you would like to request 24 Hour Service, mark the first check box and include an additional $20.00 to your payment for this filing. If you would like to expedite this filing to 1 Hour processing, then mark the second check box and include an additional $100.00 to your payment for this filing. If you do not wish to expedited this filing, leave both these boxes blank.

Step 3 – Next, you must define the type of Series Limited Liability Company being formed and registered with this document. Beneath the words “Check One Box,” select the first box if this is a Series Limited Liability Company or select the second box if this is a Professional Series Limited Liability Company. You must choose one of these boxes but you may not choose both.

Step 4 – In Article 1, document the Full Name of the Series Limited Liability Company on the blank line provided. This should be a unique Name that clearly defines the Identity of the Series Limited Liability Company and must contain an appropriate Business Designator (such as “Limited Liability Company” or “LLC”).

Step 5 – Article 2 will require you attach a list of each Series Members with the Operating Agreements they are bound by to this document. Make sure the Full Name of the Member and the Series is included with the Operational Agreement.

Step 6 – Article 3 will require a clear definition as to the intended lifespan of the forming Series Limited Liability Company. If this entity will operate indefinitely or perpetually then mark the box labeled “At Will.” If this entity has named a Date of Dissolution then place a mark in the check box labeled “Term” and report the latest Date of Dissolution on the blank line provided.

Step 7 – Report the Official Business Mailing Address of the forming Series Limited Liability Company in Article 4. Use the first blank line to report the Street Address (Building Number, Street, Unit Number/PO Box Number) and the spaces on the second line (“City,” “State,” and “Zip Code”) to report the remainder of this Mailing Address.

Step 8 – In Article 5, the Montana Registered Agent must be documented. Every Limited Liability Company operating in this State must have the obtained consent from a Montana Registered Agent with a Registered Office located in Montana. This is the individual and place where official documents and court actions such as Service of Process will be delivered to the Limited Liability Company and accepted on its behalf by this party. If the Montana Registered Agent is a Commercial Registered Agent, you will only need to document the Name of the Registered Agent on the blank line above the statement beginning with the word “Or…” If the Montana Registered Agent is Noncommercial Registered Agent, then on the blank line below the statement begining with the word “Or…” report the Full Name of the Noncommercial Montana Registered Agent. Below this you will need to report the Physical Address (Building Number, Street, Unit Number, City, State, and Zip Code) where the Registered Agent may be physically located. This must be a real Address in the State of Montana and may not be a P.O. Box Address.

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Step 9 – If the Noncommercial Montana Registered Agent does have a separate Mailing Address where Mail must be delivered this should be reported below the words “And, a mailing address in Montana, if different.” You may use the first line for the Building Number, Street, and Unit Number/P.O. Box Number then, utilize the second line to report the City, State, and Zip Code.

Step 10 – A definition for how the forming Series Limited Liability Company will be managed is required in Article 6. If the forming Series Limited Liability Company will be managed by Managers then select the box labeled “Managers.” If the forming Series Limited Liability Company will be managed by Members then select the box labeled “Member(s).” You must choose one of these boxes in Article 6.

Step 11 – In Article 7, report the Full Name and Complete Business Address for each Managing Entity of the Series Limited Liability Company (regardless of whether it is a Member or Manager managed). There will be enough room for three parties to be reported. However, if there are more than three managing entities then, you must continue this roster on a separate and clearly labeled document.

Step 12 – Article 8 requires an attachment listing all the Members who are liable for the debts and obligations of the forming Limited Liability Company. Each such member’s Name must be listed on a separate document that includes a written Statement of Consent.

Step 10 – If this is a Professional Series Limited Liability Company, then you must report the Professional Service the Professional Series Limited Liability Company will provide in Article 9. If this is not a Professional Series Limited Liability Company then you may leave this article blank.

Step 11 – Next, at least one Organizer Signature must be provided. Locate Article 10. On the blank line labeled “Signature of Organizer,” the Organizer submitting this form must Sign his or her Name. On the blank space next to this (labeled “Date”), the Signing Organizer must report the Date the Signing is taking place. On the first blank space on the next line (below the Signature Line), the Signature Party must Print his or her Name. Finally, to the right of this, the Signature Party must also report in what capacity they are Signing this form (i.e. Organizer, Member, Manager, etc.)

Step 12 – Article 11 will need some attention as it will require a Contact Daytime Phone Number and a Contact E-Mail Address the Montana Secretary of State may use should any questions regarding this filing need to be answered.

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Step 13 – When you have verified that all the information reported on the Montana Articles of Organization for Domestic Series Limited Liability Company (Form 19B) is correct and all required attachments are present and clearly labeled, you may mail this filing to the Montana Secretary of State. This must include a check payable to “Secretary of State” for the minimum Filing Fee of $70.00 plus $50.00 for each Series Member and any applicable fees.

Mail To:

Secretary of State
P.O. Box 202801
Helena, MT 59620-2801

Step 14 – The Montana Secretary of State requires that all Limited Liability Companies (formed domestically) submit an Annual Report by April 15 once a year. This may be done online here: https://www.mtsosfilings.gov/mtsos-master/viewInstance/view.html?id=a0a384bbebaac28ad02bef64111d2c6b962e4df3bc9429ad&_timestamp=13297498338884660. A $15.00 Filing Fee will apply to to filing an Annual Report.