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Articles of Dissolution

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ARTICLES of DISSOLUTION for PROFIT CORPORATION

that has NOT ISSUED SHARES or has NOT COMMENCED BUSINESS (35-1-931 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

1. The current name of this Corporation is:

2. The date of its incorporation was: (Mo/day/year)

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

and/or

4. If shares were issued, the net assets of the corporation remaining after winding up of the corporation's business and affairs have been distributed to the shareholders.

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

6. 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.

7. No debts of the corporation remain unpaid.

I hereby swear and affirm, under penalty of law, that the facts contained in this document are true.

Signature of Officer or Chair of the Board of Directors

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.

Articles of Dissolution for Profit Corporation

HELP SHEET

This form is to be used to dissolve a profit corporation that has not issued shares or has not commenced business.

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.

  • ✱

    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.

  • ✱

    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 Articles of Dissolution mean and when they apply

Articles of Dissolution are formal legal documents filed with a state business filing office to terminate a corporation or limited liability company. The filing typically names the entity, provides its state registration or file number, states the effective dissolution date, and identifies the authorized signatory. Submitting Articles of Dissolution begins statutory winding-up steps such as settling debts, notifying creditors, distributing remaining assets, and filing final tax returns. Each state prescribes required content, signatures, and processing rules that govern when the entity ceases to exist.

Why properly filed Articles of Dissolution matter

Filing Articles of Dissolution formally ends an entity’s legal existence, helps limit future liability for owners, notifies state authorities and creditors, and allows you to complete final tax reporting. Proper filings reduce ongoing compliance burdens, avoid administrative penalties, and document the official winding-up of business affairs under state law.

Why properly filed Articles of Dissolution matter

Who typically prepares and files dissolution papers

Typical filers include entity owners, corporate officers, and professional advisors assigned to wind up business affairs.

  • Small business owners and single-member LLCs handling administrative filings and asset distribution.
  • Corporate officers or board designees submitting dissolution after shareholder approval and corporate resolution.
  • Attorneys and accountants preparing filings, advising on creditor notices, and coordinating final tax obligations.

After filing, those responsible must complete post-filing tasks such as creditor notices, tax filings, and record retention according to state requirements.

Who signs and certifies the dissolution

Owner / Member

A single-member LLC owner or member typically initiates dissolution by approving the action, signing the Articles of Dissolution, and overseeing creditor notification, asset distribution, and final tax filings. They should document the vote or written consent and confirm compliance with state winding-up procedures to limit personal exposure.

Corporate Officer

An elected corporate officer or board designee signs on behalf of the corporation after shareholder approval, coordinates notice to creditors and tax agencies, and certifies that required corporate formalities and statutory steps have been satisfied prior to filing.

Core elements found in professional Articles of Dissolution

A complete Articles of Dissolution lists the entity, the authorization for dissolution, timing, who signs, how it is filed, and any attachments or required statements under state law.

Entity Identity

Full legal name, state of formation, and the state file or registration number exactly as recorded by the Secretary of State to ensure the filing applies to the correct record.

Authorization

A concise statement that dissolution was authorized per governing documents, with reference to the member vote, shareholder resolution, or manager action where required by statute.

Effective Date

The date dissolution takes effect, which determines when winding-up begins and influences final tax reporting and third-party notice obligations.

Signatory

Name, printed title, signature, and date from the authorized officer, manager, or member; note whether notarization or witness signatures are required by the state.

Filing Details

Contact information for the filer, preferred return address or email, and any instructions for how the state should acknowledge acceptance or send certificates.

Attachments

Any required exhibits such as a certified resolution, final tax clearance, or statements about remaining liabilities; verify the state checklist before submission.

Essential fields to enter accurately

Company Name: Enter full legal entity name
State of Formation: List state exactly as on record
File Number: Provide the state file number
Dissolution Date: Use MM/DD/YYYY format
Authorized Signer: Name and official title
Contact Email: Provide reliable contact email

Key legal risks if filings are incorrect or incomplete

Late Filing Penalty: State fees and fines
Tax Liability: Final taxes remain payable
Creditor Claims: Potential unresolved claims
Administrative Dissolution: State may administratively dissolve
Personal Liability: Owners risk extended liability
Record Retention Failure: Legal evidence lost

Common preparation mistakes to avoid

  • Failing to document the required shareholder or member approval in writing can create disputes and delay acceptance of the Articles of Dissolution.
  • Using a trade name or abbreviated name rather than the entity’s exact legal name can cause rejection or misapplication of the filing.
  • Neglecting creditor notifications or failing to reconcile outstanding accounts can result in post-dissolution claims against the entity or its owners.
  • Choosing an incorrect effective date can trigger tax reporting errors and missed filing deadlines for final returns.

Step-by-step: completing Articles of Dissolution

Follow a concise sequence: prepare authorization documentation, complete the state form, secure signatures and notarization when required, and file with the appropriate state office.

  • 01
    Prepare Resolution: Record member or shareholder approval
  • 02
    Complete Form: Enter entity details and dissolution statements
  • 03
    Sign & Notarize: Signatory executes and notarizes if required
  • 04
    File with State: Submit via SOS portal or mail with fee

How filings reach the state and what happens next

You can file online, by mail, or through an authorized agent; the method affects turnaround time, required attachments, and payment options.

  • Online Filing: Upload PDF, complete fields, and pay fee
  • Mail Filing: Send signed originals with payment
  • Third-Party Filing: Authorized agents or attorneys may file
  • State Acknowledgement: State issues confirmation or certificate

Configuring an online dissolution workflow

Set up a digital workflow that collects approvals, attachments, signatures, and routes the executed documents to stakeholders and the state filer.

Field Configuration
Signature Authentication Email OTP or ID verification
Field Types Signature, initials, date fields
Attachments Permit PDF or DOCX uploads
Routing Sequential routing to signers

Technical considerations for digital signing and eSubmission

Digital filing and signing require a platform that supports secure eSignatures, tamper-evident audit trails, and exports in PDF and native formats.

  • eSignature Standard: ESIGN and UETA compliant
  • Audit Trail: IP, timestamp, action log
  • Integrations: SOS portals and cloud storage

Key deadlines and timing expectations

Important dates include the authorization date, filing date, effective date, final tax return deadlines, and any state-specific notice windows for creditors.

Authorization Date:

Date members or shareholders approve dissolution

Filing Date:

Date Articles are submitted to the state

Effective Date:

Date dissolution becomes legally effective

Final Tax Returns:

File final federal and state returns by regular deadlines

Creditor Notices:

Publish or mail notices per state timeline when required

eSignature vendor comparison for Articles of Dissolution workflows

Compare starting price, trial availability, bulk send, audit trail, HIPAA compliance, and envelope limits across leading eSignature providers; signNow is listed first for reference.

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 Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

Practical examples of winding up with Articles of Dissolution

Two concise scenarios show how filings resolve creditor, tax, and asset distribution tasks during dissolution.

Small LLC Closure

A single-member LLC decided to cease operations after selling its business assets and notifying customers.

  • Owner approved dissolution and authorized filing.
  • The owner prepared the Articles of Dissolution with the exact legal name and file number, submitted to the state, notified creditors, closed bank accounts, and filed final tax returns to complete winding-up.

Corporate Wind-Up

After a merger, a corporation’s board voted to dissolve a surplus subsidiary and distribute remaining assets to shareholders.

  • Board resolution authorized filing.
  • Counsel prepared Articles of Dissolution, reconciled contracts and payroll liabilities, coordinated creditor notices, and filed with the Secretary of State to limit post-dissolution exposure.

Frequently asked questions and solutions

Answers to frequent questions about preparing, signing, filing, and preserving Articles of Dissolution, with practical fixes for common problems.


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Practical tips for accurate and efficient completion

These best practices reduce rejections, speed processing, and help protect owners and officers from post-dissolution claims.

Verify legal identifiers
Cross-check the entity name and state file number against the Secretary of State record before filing. A single-character mismatch can cause rejection or misfiling, delaying dissolution and increasing administrative costs.
Document approvals thoroughly
Keep signed minutes, written consents, or shareholder/ member resolutions authorizing dissolution. State filings often require proof of authorization and these records are critical if questions arise after filing.
Coordinate tax and creditor steps
File final federal and state tax returns, issue required notices to creditors, and obtain tax clearance where applicable to mitigate claims and prevent post-dissolution assessments or penalties.
Retain and back up records
Store executed Articles, authorizations, and supporting documents in secure, encrypted systems and retain them for the periods required by IRS rules and applicable state or industry regulations.

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