Form a Foreign Limited Liability Company in Montana – Application for Certificate of Authority of Foreign Limited Liability Company (Form 25A)

The Montana Application for Certificate of Authority of Foreign Limited Liability Company (Form 25A) must be submitted by mail to the Montana Secretary of State with an up to date Certificate of Existence. The application will only require the minimum information that must be reported to be entered. Thus, if the filing entity is unsure whether more information must be reported, for its specific entity type, then it is strongly recommended to consult with a Montana licensed attorney. The Certificate of Existence or Certificate of Good Standing that must accompany this document may only be obtained from a governing body of the foreign Limited Liability Company’s home jurisdiction (i.e. Secretary of State, Custodian of Records, or similar official entity).

The Montana Secretary of State will require a payment of $70.00 as a Filing Fee for submitting the Montana Application for Certificate of Authority of a Foreign Limited Liability Company (Form 25A) for approval. This and any other applicable fees must be remitted at the time of submission with a check payable to “Secretary of State.”

How To File

Download Form

Step 1 – Select the “Download Form” link to obtain the PDF version of the Montana Application for Certificate of Authority of Foreign Limited Liability Company (Form 25A). A PDF file may have information entered using a PDF program or a form friendly browser. You may also print this file then enter the information using a type writer.

Step 2 – Locate the words “Required Filing Fee: $70.00.” Below this will be two options for expediting the filing, each noted with a corresponding check box. You may choose to expedite this filing to 24 Hour Processing or 1 Hour Expedited Handling by checking the appropriate check box. It should be noted each will carry an Expedited Processing Fee that must be paid in addition to the Filing Fee. The Expedited Filing Fee for 24 Hour service is $20.00 while the Expedited Filing Fee for 1 Hour Service is $100.00

Step 3 – Locate the heading “Check One Box.” Here, you must indicate if the filing entity is a Foreign Limited Liability Company by checking the first box or if it is a Foreign Professional Limited Liability Company by checking the second box. You may only choose one. Note: In order to qualify as a foreign Professional Limited Liability Company, half or more of the filing entities Members must be licensed to deliver the Professional Service the foreign Limited Liability Company provides.

Step 4 – In Item 1, you will need to document the Full True Name of the foreign Limited Liability Company applying for the Montana Certificate of Authority. In order to be compliant with Montana Law this must be a unique Name with the appropriate suffix designator for this entity type (i.e. “Limited Liability Company,” “LLC,” etc.). If the True Name of the foreign Limited Liability Company it will need to be known as and operate unde an Assumed Name by submitting a Montana Application for Registration of Assumed Business Name (Filing Fee $20.00).

Step 5 – In Item 2, report the State, Tribe, or Country where the foreign Limited Liability Company formed on the blank line provided.

Step 6 – Next, in Item 3, locate the first blank space (labeled “Month/Day/Year”) and enter the Date the foreign Limited Liability Company was legally organized in its home jurisdiction. Then, in the second blank space (following the word “…duration”), indicate if this entity intends to operate indefinitely by entering the word “Perpetual” or if there is a specific Date of Dissolution by entering the Calendar Date it intends to dissolve and surrender its status as an active Limited Liability Company.

Step 7 – Item 4 is provided so the foreign Limited Liability Company may show its compliance by reporting the Full Name of the Commercial Montana Registered Agent it obtained or by reporting the Full Name and Complete Address of the Noncommercial Montana Registered Agent it obtained. You may only supply one of these items. If the foreign Limited Liability Company obtained a Commercial Montana Registered Agent then document the Name of the Commercial Montana Registered Agent on the blank line labeled “Name,” above the statement beginning with the word “Or…” If the foreign Limited Liability Company obtained a Noncommercial Limited Montana Registered Agent, then report the Full Name of the Noncommercial Montana Registered Agent on the blank line labeled “Name” below the statement beginning with the word “Or…” When reporting a Noncommercial Montana Registered Agent’s Physical Address (on the blank lines below the statement beginning with the words “Actual Street Address…”), you must report on the Physical Location where the Noncommercial Registered Agent may be found so they may accept such processes as Service of Process in the event it is sued. This will require a Building Number, Street, Unit Number (if applicable), City, State, and Zip Code. If Montana Registered Agent has a separate Mailing Address, you may report it on the blank lines below the statement beginning with the words “And, a mailing address.”

Step 8 – Item 5 requires the Business Mailing Address of the foreign Limited Liability Company Principal Office submitting this application on the blank lines provided. Use the first blank line to report the Street Address, then use the blank spaces on the second blank line to report the City, State, and Zip Code.

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Step 9 – If the foreign Limited Liability Company is managed by Managers, then check the first box in Item 6. If the foreign Limited Liability Company is managed by Members then place a check mark in the second check box. You may only choose one of these check boxes.

Step 10 – In Item 7, document the Full Name and Complete Business Address of each Managing Party of the foreign Limited Liability Company (i.e. Managing Members, Managing Managers, etc). This should be a complete roster so if there are more than three, you may continue the roll call on a separate document then attach it to this form.

Step 11 – If the applying entity is a foreign Professional Limited Liability Company, then report the Professional Services being rendered and/or provided by the foreign Professional Limited Liability Company.

Step 12 – Item 9 will require the Signature, Date of Signing, Printed Name, and Title of the Representative authorized by the foreign Limited Liability Company to submit this form to the Montana Secretary of State on behalf of the foreign Limited Liability Company applying for a Certificate of Authority. There will be four lines provided for this purpose “Signature of Managing Member/Managing Manager,” “Date,” “Printed Name,” and “Title.”

Step 13 – In Item 10 provide the Montana Secretary of State with a Contact Phone Number on the first blank space and a Contact Email Address on the second blank space. This will be the point of contact used by the Montana Secretary of State should any issues regarding this filing require clarification.

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Step 14 – Next, gather all the paperwork that must accompany the Montana Application for Certificate of Authority of Foreign Limited Liability Company (Form 25A). This should include any attachments and an up to date Certificate of Good Standing (sometimes referred to as Certificate of Existence) obtained from the governing body of the home jurisdiction. The minimum Filing Fee for the Montana Application for Certificate of Authority of Foreign Limited Liability Company (Form 25A) is $70.00. This plus all other applicable fees should be remitted in the form of a check made payable to “Secretary of State.”

Mail To:

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

Step 15 – The Montana Secretary of State will expect a follow up filing in the form of an Annual Report. All foreign Limited Liability Companies must submit an Annual Report by November 1 each year. This will have a Filing Fee of $15.00 due upon submittal. The Annual Report may be filed online here  https://www.mtsosfilings.gov/mtsos-master/viewInstance/view.html?id=a0a384bbebaac28ad02bef64111d2c6b962e4df3bc9429ad&_timestamp=13297498338884660.