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Domestic Profit Corporation Articles of Dissolution

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ARTICLES of DISSOLUTION for PROFIT CORPORATION

STATE OF MONTANA

ARTICLES of DISSOLUTION for

PROFIT CORPORATION

(35-1-933 MCA)

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

1. The current name of this Corporation is:

2. The date dissolution was authorized: (mo/day/year)

3. Please check the appropriate box and provide additional information where requested. (only check one box):

Dissolution was approved by the directors without shareholder approval. Shareholder approval was not required.

Dissolution was approved by the shareholders. The total number of votes entitled

to be cast is: ; the total number voting for dissolution is

; and the total number voting against dissolution is:

The number voting for dissolution was sufficient for approval.

NOTE: If voting by voting groups is required, please repeat this information on a separate page and attach it to this form. (I.e. Common voting stock and preferred voting stock)

4. A certificate from the Montana Department of Revenue stating that all taxes imposed pursuant to Title 15 have been paid must be attached. You may contact them at (406) 444-6900; PO Box 5805, Helena, MT 59620-5805. Please see attached instruction sheet.

Signature of Officer or Chair of the Board

Title

Date

NOTE: There are important legal and accounting procedures and implications with respect to this corporate 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 and to be sure that you understand the terms and procedures.

HELP SHEET

This form is to be used to dissolve a profit corporation.

You may request 24 priority filing of your document. Simply mark the “24 hour priority filing” box and include an additional $20.00 with your filing fee. You may request 1 hour expedite filing of your document. Simply mark the “1 hour expedite filing” box and include an additional $100.00 with your filing fee.

Please type or clearly print the requested information.

Upon completion, mail this form with an ORIGINAL SIGNATURE, and the correct filing fee to the Secretary of State, PO Box 202801, Helena, MT 59620-2801. Make checks payable to Secretary of State.

The Secretary of State will send a letter of acknowledgment to you once your document has been filed with our office.

If you have any questions regarding this form, please contact the Secretary of State, Business Services Bureau at (406) 444-3665.

✦

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 Profit Corporation Articles of Dissolution Is

The Domestic Profit Corporation Articles of Dissolution is the formal document filed with a state’s Secretary of State (or equivalent) to terminate a domestically incorporated for-profit corporation. It records the corporation’s decision to cease business, identifies the corporate name and filing number, and sets the effective date of dissolution. The filing initiates administrative close-out steps such as winding up affairs, notifying creditors, settling taxes, and filing final tax returns. Proper completion prevents continued franchise tax liabilities and preserves limited liability protections during wind-up.

Why Proper Articles of Dissolution Matter

Filing accurate Articles of Dissolution formally ends the corporate existence under state law, stops ongoing state-level fees or franchise taxes, and documents the legal act of winding up business affairs in case of later claims.

Why Proper Articles of Dissolution Matter

Who typically prepares and files Articles of Dissolution

The document is commonly prepared by parties responsible for corporate governance, tax compliance, or legal affairs before finalizing dissolution.

  • Corporate officers and board members responsible for approving dissolution and certifying corporate action; they coordinate filings and vote records.
  • Outside or in-house corporate attorneys who draft language, confirm statutory compliance, and coordinate creditor notices and final tax returns.
  • Business owners or managers closing the company who must gather final records, settle obligations, and confirm the effective dissolution date.

Representative signatories and filers

Corporate Counsel

An attorney or corporate secretary who reviews corporate minute books and certifies that the board and shareholders authorized the dissolution. They ensure document language matches state statute and advise on creditor notices and final tax filings.

Business Owner

A majority shareholder, director, or corporate officer who signs the Articles and oversees winding up operations, asset disposition, employee termination, and submission of final federal and state tax returns.

Key elements to include in professional Articles of Dissolution

A complete Articles of Dissolution should be concise but precise: identify the corporation, reference board/shareholder authority, state the effective date, and include required signatures. Include any attachments the state requests.

Corporate Identity

Full legal corporate name, state of incorporation, and Secretary of State filing or entity number so the state can match the dissolution to the correct record.

Authorization Statement

Declaration that the board of directors and, if required, shareholders have approved dissolution per the corporation’s bylaws and state statute.

Effective Date

The date when dissolution becomes effective; can be immediate or a specified future date depending on state rules and statutory allowances.

Liquidation and Winding Up

Brief statement that affairs will be wound up, creditors notified, and assets distributed according to corporate governance and applicable law.

Signature Block

Name, title, date, and signature of an authorized officer or director. Ensure the signer matches authorized signatory rules in corporate records.

Attachments

Any required addenda such as final tax clearance certificates, affidavits, or a certified copy of the dissolution resolution if the state requires them.

Step-by-step: completing and filing Articles of Dissolution

Follow a clear sequence: board/shareholder approval, prepare form, attach required documents, file with state, and complete wind-up formalities.

  • 01
    Approve Dissolution: Hold board and shareholder vote per bylaws and record approval in minutes.
  • 02
    Prepare Form: Complete the state Articles of Dissolution form with exact entity details and resolution reference.
  • 03
    Attach Documents: Include required attachments such as final tax clearance or certified resolution if the state requires them.
  • 04
    File with State: Submit to the Secretary of State by the accepted method and keep proof of filing for corporate records.

Filing and wind-up flow at a glance

A streamlined process reduces risk: prepare, file, notify, settle, and retain records. Each stage has common pitfalls to avoid.

  • Prepare: Gather minutes, approvals, and up-to-date entity details for the form.
  • File: Submit to the Secretary of State electronically or by mail as the state allows.
  • Notify: Notify creditors, cancel registrations, and publish notices if statutorily required.
  • Close: File final tax returns, distribute assets, and retain closing records.

Configuring an online dissolution workflow

Set up digital fields and signer order so the correct officer signs, supporting attachments and audit logs are captured for compliance.

Field Configuration
Document Type PDF preferred; use editable form fields
Signer Authentication Email link or SMS code for attribution
Attachments Attach certified resolutions or tax clearance PDFs
Audit Trail Enable timestamp, IP, and action log capture

Digital submission and technical compatibility

Confirm the state accepts electronic filing and the chosen platform supports required file types and authentication methods.

  • File Formats: PDF, DOCX accepted
  • Integrations: Salesforce, NetSuite, Google Workspace
  • Authentication: Email, SMS, or advanced options

eSignature vendor comparison for executing Articles of Dissolution

Compare eSignature vendors on price, trial availability, bulk send, audit trail, and HIPAA support. signNow is listed first per platform comparison guidelines.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial No No Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes

Security and compliance features to verify

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
SOC 2: SOC 2 Type II certification available
HIPAA: HIPAA-compliant with BAA available
21 CFR: 21 CFR Part 11 support
ESIGN / UETA: Compliant with ESIGN and UETA
ISO: ISO 27001 certified

Penalties and legal risks of incorrect or missing dissolution filings

Ongoing Taxes: State franchise taxes may continue if dissolution not filed
Personal Liability: Directors/officers risk increased exposure for post-dissolution claims
Filing Rejection: Incorrect forms lead to rejection and processing delays
Creditor Claims: Improper notice can preserve creditor claims against the entity
Penalty Fees: Late filing penalties or reinstatement costs may apply
Recordkeeping Risk: Failure to retain final records undermines defense in disputes

Common mistakes to avoid when preparing Articles of Dissolution

  • Using a trade name or abbreviation instead of the corporation’s exact legal name, which often causes the state to reject the filing.
  • Failing to record or attach the authorizing board or shareholder resolution, leaving no clear proof that dissolution was properly authorized.
  • Neglecting final tax filings or tax clearance requirements, which can result in continued liability or rejection of the dissolution.
  • Not notifying known creditors and claimants per state requirements, increasing the risk of later lawsuits or creditor recovery actions.

Practical tips for accurate and efficient dissolution filings

Adopt a checklist approach, centralize supporting documents, and use compliant eSigning and filing workflows to reduce errors and speed processing.

Use Exact Entity Data
Match the corporation name and entity number exactly to the Secretary of State record to avoid rejections and processing delays.
Document Authorization
Keep certified copies of board and shareholder resolutions in the minute book to substantiate authorization if questioned later.
Coordinate Taxes
Confirm final federal and state tax returns are filed and settle tax liabilities before or during wind-up where required.
Retain Proofs
Save confirmation of filing, stamped copies, and signed dissolution documents in both electronic and physical corporate records.

Real-world examples of electronic execution and closing

Companies use digital signing and integrated workflows to complete dissolution documents and gather required approvals without in-person meetings.

Optica Ventures LLC

The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers.

  • The team completed approvals remotely in one business day.
  • The result reduced turnaround time for final corporate actions and preserved a clear audit trail for the minute book.

Martin Properties

I can process and execute all of these documents online with 100% compliance and built-in security.

  • Mobile signing let remote owners sign from any device.
  • They completed the corporate closure workflow efficiently and retained signed copies with audit logs for future reference.

Key timelines and deadlines tied to dissolution

Dissolution triggers several time-sensitive obligations: corporate approvals, filing window, final tax returns, and creditor notice periods where required.

Board and Shareholder Vote Deadline:

Complete votes per bylaws before filing the Articles of Dissolution

File Articles:

File with Secretary of State according to state processing timelines

Final Federal Tax Return:

File final IRS returns by the usual tax due date for the entity

Creditor Notice Period:

Provide notice or claims period when statutorily required by state law

Record Retention Start:

Begin retention tracking from the effective dissolution date

Sequential milestones after filing Articles of Dissolution

A typical post-filing sequence includes state acceptance, winding up, final tax clearances, asset distribution, and record retention; follow these stages in order.

01

State Acceptance

Secretary of State issues acknowledgment or stamped copy upon successful processing

02

Notify Creditors

Publish or directly notify creditors per state law to limit future claims

03

Settle Obligations

Pay outstanding liabilities, taxes, and contractual obligations during wind-up

04

Distribute Assets

Distribute remaining assets to shareholders according to corporate documents

Frequently asked questions about Articles of Dissolution

Answers to common questions address signature authority, eSigning legality, filing issues, and record retention to help avoid rejections and liability exposure.


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