MontanaHB 53069th Legislature, Regular Session (2025)House

Generally revise business laws

Sponsored By: Steve Fitzpatrick (Republican)

Signed by Governor

Corporations

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Bill Overview

Analyzed Economic Effects

3 provisions identified: 1 benefits, 0 costs, 2 mixed.

Move your company’s legal home

The law lets Montana businesses become entities of another state or country, and lets out‑of‑state entities become Montana entities, when both places allow it. These rules cover LLCs, partnerships, corporations, benefit corporations, and nonprofits. You can use domestication or any other lawful method to get the same result. The law also defines key terms used in these domestication rules.

Approve and change domestication plans

Your plan of domestication must be in writing. It must list current and new names and states, explain how owner interests convert, and attach any public or private organic rules to be recorded. Approval must follow your entity’s rules or, if silent, the merger rules; if still silent, all voting owners must approve. Any owner who will have personal liability after domestication must consent in a record, with special nonprofit consent rules. You may amend or abandon the plan before it takes effect as the plan allows, and you must file abandonment with the Secretary of State. A plan may also refer to outside facts or events if it explains how they affect the plan.

Filing and legal effects of domestication

Sign and file articles of domestication with the Montana Secretary of State, or file a signed plan instead. Include required details and, when needed, attach the public organic record or designate a Montana registered agent. The domestication takes effect on filing or on a later date you set, up to 90 days. When it takes effect, the company stays the same legal entity. All contracts, property, and debts continue; old debts follow the old law, and new liabilities follow the new law. Courts can serve the domesticated entity in Montana, and prior Montana foreign registrations are canceled when required. Domestication is not a dissolution or winding up.

Sponsors & Cosponsors

Sponsor

Steve Fitzpatrick
Republican • House

Cosponsors

Mark Noland
Republican • Senate

Roll Call Votes

All Roll Calls

Yes: 291 • No: 4

Senate vote • 4/10/2025

Do Concur

Yes: 48 • No: 0

Senate vote • 4/9/2025

Do Concur

Yes: 50 • No: 0

House vote • 3/5/2025

Do Pass

Yes: 96 • No: 2

House vote • 3/4/2025