A foreign corporation or LLC may not transact business in the state until it obtains a certificate of authority from the secretary of state. The following non-exhaustive list of activities do not constitute transacting business:

(1) maintaining, defending, or settling any proceeding;
(2) holding meetings of the members or managers or carrying on other activities concerning internal affairs of the limited liability company;
(3) maintaining bank accounts;
(4) maintaining offices or agencies for the transfer, exchange, and registration of the limited liability company’s own securities or maintaining trustees or depositaries with respect to those securities;
(5) selling through independent contractors;
(6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(7) creating or acquiring indebtedness, mortgages, and security interests in real or personal property;
(8) securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
(9) owning real or personal property that is acquired incident to activities described in subsection (2)(h) if the property is disposed of within 5 years after the date of acquisition, does not produce income, or is not used in the performance of a function of the limited liability company;
(10) conducting an isolated transaction that is completed within 30 days and that is not a transaction in the course of repeated transactions of a similar nature; or
(11) transacting business in interstate commerce.

Wayfair Nexus

Montana does not maintain or impose a sales tax so, while an entity may establish nexus through another mechanism such as employing Montana residences, sales tax alone may not be the reason. Companies operating in Montana should fill out a Montana Nexus questionnaire to identify their potential liabilities to the state.


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