How to buy an existing business in Montana
How do I buy an existing business in Montana without missing what must be refiled?
- Check the business's standing and liens with the state
- Decide whether you are buying the assets or the entity
- Check which licenses transfer in your trade
- Price the re-licensing and filing costs into the deal
- Sign the purchase agreement and close
- File the after-closing paperwork as the new owner
The two shapes a Montana purchase can take
A Montana purchase is either an asset purchase or an entity purchase, and the difference decides what paperwork follows the money.
An asset purchase buys the equipment, the inventory, the customer list and often the name. The seller's company stays with the seller, and you usually form your own LLC to hold what you bought. An entity purchase buys the company itself, so its registered name, its standing and its history become yours, good and bad.
The state's own description of an LLC keeps the two straight. Annual meetings are not required, but Articles of Organization and annual reports must be filed with the Secretary of State's Office. An asset buyer starts that calendar fresh. An entity buyer inherits it mid-stride, with the next April 15 already waiting.
The asset-versus-entity guide weighs the two against each other. If you form your own company to buy the assets, Montana charges $35 to file Articles of Organization. That price holds whether you file them yourself at the Secretary of State or through a formation service.
$35Montana charges $35 to file Articles of Organization for a domestic LLC. — Montana Secretary of State business fee sheet, retrieved 2026-09-29
Montana describes LLC annual meetings as not required, with Articles of Organization and annual reports filed with the Secretary of State's Office. — Montana Secretary of State, retrieved 2026-09-29
Check the seller's records before you negotiate
Montana lets you verify most of the seller's story at state offices before you sign anything, for a few dollars.
Start at the Secretary of State's business search. It shows the entity exists, whether it is in good standing, and its registered agent. If you need proof in writing, a Certificate of Existence costs $5. If the entity has lapsed, bringing it back costs $35 plus $35 for each year of missed annual reports. That is your problem, not the seller's, if you buy the entity.
The name deserves its own check. A trade name the seller uses daily may never have been registered. An assumed name in Montana must be distinguishable on the record from every other registered name, corporate name and trademark. Keeping the business name covers the search and what it settles.
The licenses deserve the same treatment. Ask for the list, then confirm each entry with the office that issued it, because the license answer sets the timeline the closing has to live inside.
$5A Certificate of Existence for a Montana LLC costs $5 from the Secretary of State. — Montana Secretary of State business fee sheet, retrieved 2026-09-29
$35 per yearReinstating a lapsed Montana LLC costs $35 plus $35 for each year of delinquent annual reports. — Montana Secretary of State business fee sheet, retrieved 2026-09-29
A Montana assumed business name must be distinguishable on the record from registered assumed names, corporate names, LLC names, trademarks and service marks. — Montana Secretary of State, retrieved 2026-09-29
Search for liens before you shake on anything
Search the Secretary of State's lien records before you set a price, because equipment with a lien on it can be repossessed even after you bought it in good faith.
A debtor search costs $7 per name, and one search returns every lien the office holds: UCC filings, federal tax liens, child support liens and more. Search every name the business uses, not just the trade name, because the search only returns the exact name you ask for. The office says so itself — a debtor known under other names needs a separate search of each.
Copies and collateral detail add $5 to a search, which is the difference between knowing a lien exists and knowing which truck it covers. For a buyer running several searches, the office sells a monthly lien search subscription with unlimited searches at $25 a month.
The liens page covers what each filing means and how to clear one at closing.
$7 plus $5A debtor lien search at the Montana Secretary of State costs $7 per name, with copies and collateral detail adding $5. — Montana Secretary of State lien information, retrieved 2026-09-29
$25 a monthThe Montana Secretary of State offers a monthly lien search subscription with unlimited searches for $25 a month. — Montana Secretary of State lien information, retrieved 2026-09-29
Montana lien searches return only the exact name searched, requiring separate searches for every other name a debtor uses. — Montana Secretary of State lien information, retrieved 2026-09-29
Which licenses move, and which restart
The license question decides more in Montana than the tax question does, because a Montana license rarely travels with a sale.
Licenses held by a person never move. An electrical contractor's license hangs on a master electrician who is the responsible party for the business, and that electrician's own license sets what the contractor's license can do. A commercial pesticide applicator's license belongs to the individual who passed the exam, at $85 each. Even the operators who spray under it must renew their own licenses each calendar year.
Licenses held by a premises restart on a change of hands. A Montana salon license must be applied for fresh when ownership changes by more than 50 percent, at $125 plus a $150 inspection fee. A county food license is owner-specific and not transferable, so the new owner files the plan review instead.
Some trades, like cleaning, carry no state license at all. In those purchases the licensing question is over before it starts, and the contracts carry the value instead.
| Trade | The license that matters | What a sale does |
|---|---|---|
| Salon | Salon or shop establishment license | New license required above a 50% ownership change |
| Food truck | County retail food license | Not transferable; the new owner files a plan review application |
| Electrical | Electrical contractor license | Stays with the responsible master electrician, not the company |
| Landscaping | Commercial pesticide applicator license | Held by the individual applicator, $85 each |
| Cleaning | None at the state level | Nothing to transfer; the name and entity are the deal |
50%A Montana salon or shop license requires a new application when ownership changes by more than 50 percent. — Montana Board of Barbers and Cosmetologists, retrieved 2026-09-29
A Montana electrical contractor license requires a Montana-licensed master electrician as the responsible party for the business. — Montana State Electrical Board, retrieved 2026-09-29
$85Montana commercial pesticide applicator licenses are issued to individuals at $85 each, with operator licenses renewed each calendar year. — Montana Department of Agriculture, retrieved 2026-09-29
Montana Licensed Master Electrician is responsible party for the business. The Montana responsible electrician's license determines the level of the contractor's license and what electrical work can be performed.
Price the re-licensing into the offer
Put the re-licensing bill on the table during negotiation, because it is a real cost that lands on the buyer alone.
A new Montana salon license is $125 plus a $150 inspection fee, and it renews at $125 a year. A commercial pesticide applicator license is $85, with operator licenses at $25 each for the first two added each year. A county food license for a truck you just bought means a plan review that can take up to 30 days in Gallatin County. No county offers to hurry for a fee.
The wait is a cost too. A truck that cannot serve during the review window still burns insurance and commissary rent. A salon that must re-inspect cannot book the chairs out. Price the gap, not just the fees.
The cost breakdown adds these up by trade, and the license transfer guide explains the mechanics behind each number.
$125 plus $150A new Montana salon or shop license costs $125 plus a $150 inspection fee, renewing at $125 a year. — Montana Board of Barbers and Cosmetologists, retrieved 2026-09-29
30 daysGallatin City-County Health Department takes up to 30 days to review a complete plan review application and does not offer expedited reviews. — Gallatin City-County Health Department, retrieved 2026-09-29
$25 then $10Montana operator licenses cost $25 each for the first two operators added each year and $10 for each additional operator. — Montana Department of Agriculture, retrieved 2026-09-29
Close the deal in writing, whatever shape it takes
The closing document is a purchase agreement either way, but the schedule attached to it is what differs.
In an asset purchase, the agreement carries a bill of sale and a schedule listing every asset. Each truck goes on it with its serial number, each piece of equipment, the trade name if it is included, the phone number, the customer list. The schedule is also the lien checklist — a lender's claim reaches listed collateral, so the schedule and the lien search should name the same machines.
In an entity purchase, the agreement assigns the membership interests instead, and no Secretary of State filing records the change. The next annual report is where the new ownership shows up.
Either way, get every lien release in writing at closing. Filing a lien termination statement at the Secretary of State costs nothing, so there is no fee-based excuse for a seller to leave one unfiled. A paid lender that has released its collateral can file it the same week.
$0Filing a lien termination statement with the Montana Secretary of State carries no fee. — Montana Secretary of State lien information, retrieved 2026-09-29
$0The Montana Secretary of State's LLC fee schedule lists no filing and no fee for a transfer of membership interests. — Montana Secretary of State business fee sheet, retrieved 2026-09-29
The employees and the obligations that follow them
A business with a crew brings obligations that follow the people, and Montana is specific about some of them.
The clearest published example is electrical. The State Electrical Board requires a contractor to show proof of compliance with Montana Workers Compensation and also Unemployment Insurance, or an Independent Contractor Exemption. A buyer taking over a shop with employees inherits the need for coverage in force on closing day.
Licensed employees carry their own calendars. An electrical licensee must complete 16 hours of continuing education under ARM 24.141.2102. A pesticide operator must renew before spraying each calendar year. Operators may not apply pesticides more than 100 miles from the licensed applicator's physical location — a distance that decides whether a route book survives the sale intact.
Montana electrical contractor licensing requires proof of compliance with Montana Workers Compensation and Unemployment Insurance, or an Independent Contractor Exemption. — Montana State Electrical Board, retrieved 2026-09-29
16 hoursMontana electrical licensees must complete 16 hours of continuing education to comply with ARM 24.141.2102. — Montana State Electrical Board, retrieved 2026-09-29
100 milesMontana pesticide operators may not apply pesticides more than 100 miles from the licensed applicator's physical location. — Montana Department of Agriculture, retrieved 2026-09-29
The filings that are yours after closing
A handful of filings land on the buyer after closing, and most of them cost little or nothing in Montana.
If you formed an LLC to buy the assets, get an Employer Identification Number from the IRS. It is free and issued online in minutes, and the IRS warns against any site that charges for one. Form the entity with the state first, the IRS says, or the EIN application can be delayed. The limit is one EIN per responsible party per day.
If you bought the entity, the annual report is where your ownership first appears in the state record. It is due April 15, and Montana waives the fee if you file by the due date, charging $35 only after it. A Statement of Change for the registered office or agent files at no fee, so moving the agent to your own address after closing costs nothing but the typing.
Montana also has no general sales tax, so there is no sales tax registration step waiting for you the way there is in most states. Income tax is the one that follows. Businesses in Montana pay income taxes based on how they are registered with the IRS, which makes the EIN and the entity shape the same decision.
$0The IRS issues an EIN online at no charge, warns against websites that charge for one, and limits applications to one EIN per responsible party per day. — IRS, retrieved 2026-09-29
$0 by April 15A Montana LLC annual report filed by April 15 carries no fee; the $35 charge applies only after the due date. — Montana Secretary of State business fee sheet, retrieved 2026-09-29
$0A Statement of Change for a Montana LLC's registered office or agent files with the Secretary of State at no fee. — Montana Secretary of State business fee sheet, retrieved 2026-09-29
Montana does not have a general-use sales tax, and businesses in Montana pay income taxes based on how they are registered with the IRS. — Montana Department of Revenue, retrieved 2026-09-29
The calendar to write down at closing
Write the renewal calendar down on closing day, because the dates are what cost money, not the amounts.
The LLC annual report is due April 15, free on time and $35 after it. A salon license renews annually, with the regular window for salons and booths running May 3 to July 1. Pesticide licenses renew each calendar year before spraying, with a $25 late fee on renewals postmarked after March 1. A county food license renews on the county's own schedule, set by the office that issued it.
An asset buyer starts all of these fresh. An entity buyer inherits them mid-year, which is worth one extra question at the walkthrough — when does each license next come due, and is it current?
| Obligation | When | The cost of missing it |
|---|---|---|
| LLC annual report | Due April 15 | $35 after the due date |
| Salon or shop license | May 3 to July 1 window | Late renewal of the license |
| Pesticide operator license | Each calendar year, before spraying | Add $25 after March 1 |
| County food license | The county's schedule | Set by the county office |
May 3 to July 1Montana salon and shop licenses renew annually, with the regular renewal window for booths and salons running May 3 to July 1. — Montana Board of Barbers and Cosmetologists, retrieved 2026-09-29
March 1Montana pesticide license renewals postmarked after March 1 add $25 to the cost of the license, and operator licenses must be renewed each calendar year. — Montana Department of Agriculture, retrieved 2026-09-29
Questions
Do I need a lawyer to buy a small business in Montana?
Montana does not require one. The state filings are short forms with published fees. A purchase agreement is a contract, though, and a lawyer earns their fee on that document rather than on the filings.
Does buying the LLC avoid the re-licensing work?
Usually not. Montana licenses that matter tend to hang on a person or on the premises, not on the company, so check the license for your trade before assuming either purchase shape saves you the application.
Can I keep trading under the seller's name?
Often yes. An entity purchase keeps the registered name with the company. In an asset purchase you register the trade name as an assumed business name for $20.
Is there a Montana sales tax registration waiting for me after closing?
No. Montana does not have a general-use sales tax, so the sales tax registration step that follows a business purchase in most states does not exist here.
What single check finds the most expensive surprises?
The $7 debtor lien search. A UCC filing against the equipment reprices the deal faster than anything the standing check finds, and it costs less than lunch.