A due diligence checklist for Montana buyers
What should I check before buying a business in Montana?
Standing, liens, licenses: the order to run them
Run the checks in this order: entity standing, then liens, then licenses, then the walkthrough. Each one either clears the next or changes what the next one is worth.
Standing first, because a company that has lapsed is a different purchase. Liens second, because a lien found late reprices everything after it. Licenses third, because the license answer sets the timeline the closing has to live inside. The walkthrough last, with the price half-negotiated and the facts already on paper.
$5A Certificate of Existence for a Montana LLC costs $5, and reinstating a lapsed LLC costs $35 plus $35 per year of delinquent reports. — Montana Secretary of State business fee sheet, retrieved 2026-09-29
Entity standing and records
Confirm the company exists, is current, and is what the seller says it is, before anything else.
The Secretary of State's business search shows the entity, its standing and its registered agent. Order a Certificate of Existence for $5 if you want the state's word on paper. Check the annual report history, because a lapsed LLC reinstates at $35 plus $35 for every year of delinquent reports, and an entity purchase inherits that bill.
The registered agent is worth a look too. A Statement of Change for the registered office or agent files with the state at no fee, so updating it after closing is free.
$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
Liens and secured debts
Search the Secretary of State's lien records for every name the business uses, and treat what comes back as part of the price.
A debtor search costs $7 per name. One UCC11 search returns every lien the office holds — UCC filings, federal tax liens, child support liens and more — for the exact name searched. The search only returns the exact name it is given, so search the trade names and the owner's own names as separate searches.
Equipment with a lien on it can be repossessed after you bought it in good faith, and an entity purchase swallows the company's secured debts whole. Require written lien releases at closing, and remember a termination statement files with the state at no fee. The liens page covers what each filing means.
$7A debtor lien search at the Montana Secretary of State costs $7 per name, and one UCC11 search returns UCC, EFS, Title 71, federal tax and child support liens together. — Montana Secretary of State lien information, retrieved 2026-09-29
all liens filed with the Secretary of State’s office (UCC, EFS, Title 71, federal tax liens, child support liens) are returned with each UCC11 Information Request search
Licenses and permits, sorted by holder
Ask the seller for the full license list, then confirm each one with the office that issued it — the list is the seller's memory, and the offices have the records.
Sort each license by holder. Licenses held by a person — an electrical contractor's responsible master, a pesticide applicator — do not move with any sale. Licenses held by premises — a salon license, a county food license — restart with a new owner. A trade with no license at all, like cleaning, has nothing to sort.
The license transfer guide walks the mechanics, and the trade pages show the bills: salon, food truck, electrical, landscaping and cleaning.
$125 plus $150A new Montana salon or shop license, required when ownership changes by more than 50 percent, costs $125 plus a $150 inspection fee. — Montana Board of Barbers and Cosmetologists, retrieved 2026-09-29
The walkthrough list
Walk the premises and the paperwork on the same day, with the checks above in hand, because the walkthrough confirms what the offices could not.
The commercial checks are the ones no state office runs. Contract terms and assignment clauses, key logs and alarm codes, equipment serial numbers against the lien schedule, the lease the premises sits in, and the employees who hold the licenses that matter.
Close the list with the calendar. The county review window in a food truck purchase can run 30 days in Gallatin County with no expedited option, and a salon's new license carries its own inspection. Build those weeks into the closing date before you sign.
| Check | Where | Cost |
|---|---|---|
| Entity standing and history | Secretary of State business search | Free to search; $5 for a certificate |
| Liens on the business or owner | Secretary of State UCC11 search | $7 per name |
| Lien terminations at closing | Secretary of State | No fee |
| Salon license restart | Board of Barbers and Cosmetologists | $125 plus $150 |
| Pesticide applicator restart | Department of Agriculture | $85 per license |
| County food license | Local county health department | County fees plus state fee |
| Electrical contractor license | State Electrical Board | Hangs on the responsible master |
30 daysGallatin City-County Health Department takes up to 30 days to review a complete plan review application, and expedited or priority reviews are not available. — Gallatin City-County Health Department, retrieved 2026-09-29
Questions
How much do the pre-signing checks cost in total?
Single digits per check. A $5 certificate, $7 per lien search, free searches for standing. The expensive part is what the checks find, not the checks themselves.
Can I rely on the seller's list of licenses?
Use it as the starting inventory, then confirm each item with the issuing office. The license answer decides part of the price and the whole timeline, and the offices publish their own terms.
What cannot be checked at a state office?
The commercial layer — contract terms, lease terms, key logs, employee retention, and whether the equipment on site matches the lien schedule. That is walkthrough work, not office work.
Which check finds the expensive surprises?
The lien search. A UCC filing against the equipment changes the price more surely than anything the standing check finds, and it is the cheapest search on the list.