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Domestic Limited Partnership Reinstatement Document

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STATE OF MONTANA

APPLICATION FOR REINSTATEMENT OF
DOMESTIC LIMITED PARTNERSHIP
(35-12-620 MCA)

MAIL: BRAD JOHNSON
Secretary of State
P.O. Box 202801
Helena, MT 59602-2801

PHONE: (406)444-3665

FAX: (406)444-3976

WEB SITE: sos.mt.gov

Prepare, sign, submit with an original signature and filing fee

This is the minimum information required.
(This space for use by the Secretary of State only)

Filing Fee: $15.00

24 Hour Priority Filing Add $20.00

1 Hour Expedite Filing Add $100.00

Note: The Domestic Limited Partnership Renewal Form must be submitted in addition to the Reinstatement Forms in order to complete the reinstatement process.

For the purpose of reinstating a Limited Partnership according to Title 35, Chapter 12, MCA, the undersigned submits the following statements of fact to the Secretary of State of Montana.

1. The name of the Limited Partnership is:

(The name must contain the words LIMITED PARTNERSHIP in full or the abbreviation LP)

2. The certificate of limited partnership was cancelled on:

3. The Domestic Limited Partnership Renewal Form is completed and attached with the additional $15.00 filing fee ✓.

4. The name and address of the agent for the service of the process in Montana:

Name:

Street Address:

City: Montana, Zip Code:

5. The name and address of each general partner (attach list if necessary):

6. If the limited partnership name has been legally acquired by another entity prior to its Application for Reinstatement the limited partnership desires to be reinstated with the new name of:

By my signature below, I, a general partner of the above limited partnership, do state that I signed this statement on behalf of the limited partnership and that the statements therein contained are true, under penalty of false swearing.

Signature of General Partner

Date

✧ All information provided, including names and addresses of officers and directors, will be made available on the Secretary of State's web site or upon request.

✧ There are important legal and accounting implications with respect to this corporation action. Suitable legal and accounting advice should be secured before submission. The Secretary of State's office encourages that such advice be sought prior to filling out forms to be sure that you understand the terms and procedures.

✧ Please be advised that the Business Services Bureau of the Montana Secretary of State will process your business documents within 10 working days of initial receipt. During this period if it's determined that your document doesn't meet statutory requirements, a letter outlining the deficiencies will be returned to the original submitter. If the document is complete and correct, the document will be filed and an acknowledgment copy showing completion returned to the original submitter.

STATE OF MONTANA

APPLICATION for RENEWAL
of REGISTRATION of LIMITED PARTNERSHIP

MAIL: BRAD JOHNSON
Secretary of State
P.O. Box 202801
Helena, MT 59620-2801

PHONE: (406)444-3665

FAX: (406)444-3976

WEB SITE: sos.mt.gov

Prepare, sign, submit with an original signature and filing fee.

This is the minimum information required.
(This space for use by the Secretary of State only)

Filing Fee: $15.00

24 Hour Priority Filing Add $20.00

1 Hour Expedite Filing Add $100.00

For the purpose of renewing a Limited Partnership registration in the State of Montana for a period of five years, according to 35-12-611,MCA, the undersigned submits the following statements of fact to the Secretary of State:

1. The complete name of the Limited Partnership

2. The address of the principal office of the Limited Partnership (including the street name and number):

3. The state of jurisdiction is:

4. The name and address of the specified agent for service of process is (address must be in Montana and include street name and number in addition to box number, if applicable).

5. The name and address, including street and number if applicable, of each general partner is (attach list if necessary)

1)

2)

3)

4)

5)

6)

6. If changes have occurred in the name(s) of your general partners since your last filing, please file an amendment in addition to this renewal form. You will find the statutory reference in 35-12-602, MCA. The filing fee is an additional $15.00 for the amendment. Should the entity be a foreign limited partnership, you will need to file a statement of correction.

By my signature below, I, a general partner of the above limited partnership, do state that I signed this statement on behalf of the limited partnership and that the statements therein contained are true, under penalty of false swearing.

Dated this day of , 20

✧ All information provided, including names and addresses of officers and directors, will be made available on the Secretary of State's web site or upon request.

✧ There are important legal and accounting implications with respect to this corporation action. Suitable legal and accounting advice should be secured before submission. The Secretary of State's office encourages that such advice be sought prior to filling out forms to be sure that you understand the terms and procedures.

✧ Please be advised that the Business Services Bureau of the Montana Secretary of State will process your business documents within 10 working days of initial receipt. During this period if it's determined that your document doesn't meet statutory requirements, a letter outlining the deficiencies will be returned to the original submitter. If the document is complete and correct, the document will be filed and an acknowledgment copy showing completion returned to the original submitter.

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What the Domestic Limited Partnership Reinstatement Document Is

A Domestic Limited Partnership Reinstatement Document is the filing used to restore a partnership's legal status after administrative dissolution or forfeiture with a state secretary of state. It typically confirms the partnership's name, principal office, reasons for dissolution, corrective actions taken (tax clearances, fee payments), and an effective reinstatement date. Reinstatement returns the partnership to good standing for state-law purposes and can be required before the partnership may transact business, enforce contracts, or pursue litigation in the state where it was formed.

Why Reinstatement Matters for Partners and Creditors

Reinstatement restores corporate protections, allows the partnership to enforce contracts, and resolves administrative and tax compliance holds. Filing a proper reinstatement reduces exposure to personal liability for general partners and clears impediments to banking, lending, and licensing.

Why Reinstatement Matters for Partners and Creditors

Core Components Included in a Professional Reinstatement Filing

A complete reinstatement filing bundles factual statements, authority signatures, evidence of tax or fee resolution, and any amendments needed to correct the public record.

Cover Statement

Summarizes the purpose of the filing, identifies the partnership, and requests restoration of the partnership's status under state law. Must be concise and reference prior dissolution action.

Statement of Facts

Lists the circumstances that led to dissolution, corrective steps taken, and dates of material events. Provides the factual basis for requesting reinstatement to good standing.

Tax Clearance Evidence

Includes certificates or affidavits showing outstanding state tax obligations were resolved if required by the secretary of state; many states require proof of tax compliance.

Fee Payment Receipt

Shows payment of outstanding filing fees, penalties, and any statutory reinstatement fees required by the state agency to process the restoration.

Execution and Authority

Includes signatures by authorized partners or agents, and a statement of authority referencing partnership agreement provisions permitting the signatory to act.

Amendments (if any)

Attaches or references any corrective amendments to the partnership agreement or public filings (e.g., updated registered agent or principal office) necessary for accurate records.

Step-by-Step: Submitting a Reinstatement Filing

Follow a clear sequence: confirm authority, gather supporting documents, complete the form, pay required fees, and submit to the proper office.

  • 01
    Confirm Authority: Verify signatory authority in the partnership agreement.
  • 02
    Gather Evidence: Assemble tax clearances and payment receipts.
  • 03
    Complete Form: Fill all required fields accurately and date entries.
  • 04
    File and Pay: Submit to the secretary of state and remit fees.

Digital Workflow Settings for Online Completion

When filing online, configure fields, authentication, and integrations to match your compliance needs and reduce signer friction.

Field Configuration
Signature Type Email link or typed signature
Signer Authentication Email + SMS code or ID verification
Document Formats PDF or DOCX accepted
Integrations Connect to Salesforce or NetSuite

Where and How Reinstatement Filings Are Submitted

Reinstatement forms are submitted to the secretary of state or equivalent agency in the state of formation; some states allow online submission while others require paper.

  • State Filing Office: Primary recipient: state secretary of state or corporation commission.
  • Accepted Methods: Online eFile, mailed paper, or in-person hand delivery depending on state.
  • Supporting Agencies: State department of revenue for tax clearances when required.
  • Effective Date: State determines effective date upon acceptance or by statute.

Digital Signing, File Formats, and Integrations

Use eSignature platforms that support secure PDFs, strong authentication, and audit trails when preparing reinstatement filings.

  • File Types: PDF, DOCX
  • Integrations: Salesforce, NetSuite, Microsoft 365
  • Authentication: Email, SMS, ID proofing

Security and Compliance Considerations

Encryption: TLS 1.2/1.3 in transit
Data at Rest: AES-256 encrypted storage
Certifications: SOC 2 Type II available
Health Data: HIPAA compliant with BAA
Legal Frameworks: ESIGN and UETA compliance
Standards: ISO 27001 certified

Consequences of an Incorrect or Incomplete Reinstatement

Loss of Liability: Personal liability exposure
Fines and Fees: Additional penalties possible
Rejected Filing: Processing delays or refusals
Tax Consequences: Unresolved tax liability risk
Contract Risk: Inability to enforce contracts
Operational Pause: Banking and licensing impacts

Common Pitfalls to Avoid When Preparing Reinstatement Papers

  • Using an incorrect partnership name or outdated registered agent information, which commonly causes filing rejections and delays with the secretary of state.
  • Failing to include required tax clearance or proof of payment when the state expressly conditions reinstatement on resolving tax obligations.
  • Submitting unsigned or improperly authorized forms without a clear statement of signatory authority from the partnership agreement, triggering refusals.
  • Overlooking state-specific attachment requirements, such as an affidavit of corrective action or a certified copy of an amendment, which vary by jurisdiction.

Practical Tips for Accurate, Efficient Reinstatement

Follow these practices to reduce rejection risk and accelerate processing when preparing and submitting reinstatement filings.

Verify Legal Names and Addresses
Cross-check the partnership name and registered agent details against the secretary of state database before filing. Small discrepancies often cause rejections and extra fees.
Collect Tax Clearance Early
Request and attach state tax clearance letters or certificates as early as possible. Some states require original or certified copies and will not accept provisional statements.
Use Clear Authority Statements
Include an explicit statement of signatory authority tied to the partnership agreement or vote minutes. Ambiguity about authority is a common rejection reason.
Choose Reliable eSigning
Use an eSignature platform that preserves audit trails and supports the required file formats to ensure evidentiary integrity and reproducibility.

Typical Use Cases and Practical Examples

Realistic scenarios show how reinstatement filings restore operational ability and clear title, tax, or contract issues.

Property Partnership Reinstatement

A regional property LP dissolved for missed filings sought reinstatement to clear title on a pending sale.

  • Proof of tax clearance obtained quickly.
  • After filing and fee payment the secretary of state issued a certificate of reinstatement, enabling the sale to close and title to be transferred.

Investment Partnership Recovery

A small investment partnership lost good standing after failing to file annual reports.

  • Partners adopted a retroactive corrective resolution.
  • The reinstatement restored contracting capacity, allowed bank accounts to be reactivated, and preserved the partnership's ability to enforce portfolio agreements.

Who Typically Signs and Certifies the Reinstatement

Managing Partner

The managing partner or an authorized general partner commonly executes the reinstatement. They must have express authority under the partnership agreement or a recorded resolution authorizing the filing and attest to corrective actions taken.

Registered Agent / Attorney

A registered agent or retained attorney often prepares and submits the filing on behalf of the partnership, ensuring compliance with filing requirements and providing contact information for service.

Organizations and Roles That Use This Document

Preparing the filing typically involves coordination among partners, tax advisors, and the registered agent to ensure all statutory conditions are met.

  • General partners and managing partners responsible for governance and filings.
  • Corporate counsel or outside attorneys handling corrections and state compliance procedures.
  • Registered agents and third-party filing services that submit forms to the state.

Typical Timing, Filings, and Processing Expectations

Timing depends on the state: prepare support documents early and verify each agency's processing and turnaround expectations before submitting.

Immediate Steps:

Confirm name and required attachments before filing.

Tax Clearance Lead Time:

Request certificates early; some states take days to weeks to issue clearance.

State Processing:

Processing varies by state and method; expedited options may exist.

Effective Reinstatement:

State determines effective date upon acceptance or by statute.

Follow-Up:

Retain proof of filing and confirmation for corporate records.

Frequently Asked Questions About Reinstatement

Answers to common questions about the reinstatement process, typical documentation, and electronic signing considerations.


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