# Montana: benefit corporation guide
Reviewed 2026-10-11 · Compared form: Benefit corporation

Educational guide to selected statutes and agency guidance, not every court decision or a company-specific legal/tax opinion.

Balanced score: 79 / 100

## Comparison baseline
A small, active, private stock C corporation, after its first tax year, using the lowest capital/receipts/share-count tier, no taxable income or taxable alternative-minimum base, and ordinary online filings where available. It operates in the state being compared. Yearly costs include registry reports and the identified minimum state tax/license charge; multi-year charges are annualized. Variable income, receipts, sales, payroll and local taxes, agents and one-time formation costs are additional.

## Benefit company option
Usual rule: The usual benefit-corporation model is a for-profit stock company with a public-benefit purpose. Washington uses a related social-purpose form; eight states have no identified dedicated for-profit benefit form.

This state: General public benefit is mandatory; a charter may add specific public benefits.

Why it differs: Montana offers Benefit corporation.

### Benefit company option
Score: 20
Montana offers Benefit corporation. The benefit option receives the full form credit.
- [§35-1-1403](https://mca.legmt.gov/bills/mca/title_0350/chapter_0010/part_0140/section_0030/0350-0010-0140-0030.html)

## Personal protections
Usual rule: The common starting point is a director protection clause that must be added to the charter. Many states do not extend that ordinary clause to officers. Exceptions, eligible people and covered claims differ.

This state: Ordinary director charter exculpation under §35-14-202(2)(d), with improper benefit, intentional harm, unlawful distribution and intentional criminal exceptions. Benefit-specific rule: Director benefit-failure protection has an express compliance condition; enforcement has no shareholder ownership floor and may shift fees.

Why it differs: Montana keeps this ordinary shield limited to directors; the charter must elect the ordinary protection. Director benefit-failure shield expressly depends on compliance with the benefit part.

### Protection for board members
Score: 6
Montana has an identified director monetary-protection provision in the compared scope, which earns this credit. Ordinary director charter exculpation under §35-14-202(2)(d), with improper benefit, intentional harm, unlawful distribution and intentional criminal exceptions.
- [§35-14-202(2)(d)](https://mca.legmt.gov/bills/mca/title_0350/chapter_0140/part_0020/section_0020/0350-0140-0020-0020.html)

### Protection for company officers
Score: 0
Montana does not extend the scored ordinary charter shield to officers acting only as officers, so no officer credit is awarded. Separate indemnification or insurance may still matter.
- [§35-14-202(2)(d)](https://mca.legmt.gov/bills/mca/title_0350/chapter_0140/part_0020/section_0020/0350-0140-0020-0020.html)

### Protection without extra setup
Score: 0
Montana requires an elected charter provision for the scored ordinary protection; it gets no automatic-coverage credit. The clause must actually be put in the charter to help.
- [§35-14-202(2)(d)](https://mca.legmt.gov/bills/mca/title_0350/chapter_0140/part_0020/section_0020/0350-0140-0020-0020.html)

### Protection when a benefit goal is missed
Score: 2
Montana earns the benefit-specific credit for company. Director benefit-failure protection has an express compliance condition; enforcement has no shareholder ownership floor and may shift fees.
- [§35-1-1406](https://mca.legmt.gov/bills/mca/title_0350/chapter_0010/part_0140/section_0060/0350-0010-0140-0060.html)
- [§35-1-1409](https://mca.legmt.gov/bills/mca/title_0350/chapter_0010/part_0140/section_0090/0350-0010-0140-0090.html)
- [§35-1-1412](https://mca.legmt.gov/bills/mca/title_0350/chapter_0010/part_0140/section_0120/0350-0010-0140-0120.html)

### Board protection for benefit work
Score: 4
Montana earns the benefit-specific credit for directors. Director benefit-failure protection has an express compliance condition; enforcement has no shareholder ownership floor and may shift fees.
- [§35-1-1406](https://mca.legmt.gov/bills/mca/title_0350/chapter_0010/part_0140/section_0060/0350-0010-0140-0060.html)
- [§35-1-1409](https://mca.legmt.gov/bills/mca/title_0350/chapter_0010/part_0140/section_0090/0350-0010-0140-0090.html)
- [§35-1-1412](https://mca.legmt.gov/bills/mca/title_0350/chapter_0010/part_0140/section_0120/0350-0010-0140-0120.html)

### Officer protection for benefit work
Score: 4
Montana earns the benefit-specific credit for officers. Director benefit-failure protection has an express compliance condition; enforcement has no shareholder ownership floor and may shift fees.
- [§35-1-1406](https://mca.legmt.gov/bills/mca/title_0350/chapter_0010/part_0140/section_0060/0350-0010-0140-0060.html)
- [§35-1-1409](https://mca.legmt.gov/bills/mca/title_0350/chapter_0010/part_0140/section_0090/0350-0010-0140-0090.html)
- [§35-1-1412](https://mca.legmt.gov/bills/mca/title_0350/chapter_0010/part_0140/section_0120/0350-0010-0140-0120.html)

## Less paperwork
Usual rule: The most common benefit model requires an annual report using an outside assessment framework, without a separate state benefit-report filing. An outside framework does not necessarily mean paying for certification.

This state: Annual shareholder report and all public website reports or free copies on request; no separate state benefit-report filing identified. Assessment rule: Annual report assesses general benefit against an independent third-party standard. The act does not mandate paid private certification.

Why it differs: Montana: Annual; Required outside framework; no separate state benefit-report filing. No additional scored benefit-director/report-approval step applies to this private-company scope.

### How often reports are needed
Score: 5
Montana: Annual. An annual report gets less ease-of-operation credit than a biennial report or no mandatory report because it must be prepared more often.
- [§35-1-1410](https://mca.legmt.gov/bills/mca/title_0350/chapter_0010/part_0140/section_0100/0350-0010-0140-0100.html)

### Choice of impact framework
Score: 3
Montana: Required. Using an outside framework reduces flexibility credit but earns transparency credit.
- [§35-1-1410](https://mca.legmt.gov/bills/mca/title_0350/chapter_0010/part_0140/section_0100/0350-0010-0140-0100.html)

### Extra reports sent to the state
Score: 4
Montana: No separate state benefit-report filing. No separate state submission earns the no-extra-filing credit. Preparing, sharing or publishing the report may still be required.
- [§35-1-1410](https://mca.legmt.gov/bills/mca/title_0350/chapter_0010/part_0140/section_0100/0350-0010-0140-0100.html)

### Extra board or approval steps
Score: 3
Montana has no additional scored benefit-director/report-approval step for this private-company scope, so it earns the ease-of-operation credit. Public-company rules and other duties may differ.
- [§35-1-1406](https://mca.legmt.gov/bills/mca/title_0350/chapter_0010/part_0140/section_0060/0350-0010-0140-0060.html)
- [§35-1-1410](https://mca.legmt.gov/bills/mca/title_0350/chapter_0010/part_0140/section_0100/0350-0010-0140-0100.html)

## Yearly state costs and taxes
Usual rule: There is no uniform state charge. Compare the recurring report fee together with the minimum state tax or license charge for the stated small-company scenario. A low income-tax rate alone does not show this cost.

This state: Registry reporting: $0 per year on an annualized basis. Minimum tax/license used here: $50. Ordinary domestic C corporation operating in Montana, no taxable profit, standard tax method and no special exception/credit. Includes $50 minimum; excludes registry fees and variable tax.

Why it differs: Montana has a compared recurring floor of $50 per year, including $50 in identified minimum tax/license charges.

### Yearly filings plus minimum state taxes
Score: 15
Montana has a compared recurring floor of $50 per year, including $50 in identified minimum tax/license charges. Ordinary domestic C corporation operating in Montana, no taxable profit, standard tax method and no special exception/credit. Includes $50 minimum; excludes registry fees and variable tax. Lower recurring floors earn more cost credit. Profit/receipts-based taxes and local charges are additional; this is not the whole tax bill.
- [2026/2027 Secretary of State fee-waiver announcement](https://sosmt.gov/secretary-christi-jacobsen-continues-montana-business-support-by-waiving-fees-once-again/)
- [Aug. 4, 2026 help article](https://help.sosmt.gov/en-us/article/why-didnt-i-receive-a-receipt-for-my-annual-report-apzs5a/)
- [§35-1-1410](https://mca.legmt.gov/bills/mca/title_0350/chapter_0010/part_0140/section_0100/0350-0010-0140-0100.html)
- [Corporate tax rates, minimum, filing and inactivity; MCA§§15-31-121–122](https://www.revenue.mt.gov/taxes/corporate-income-tax)
- [Montana DOR, corporate income tax: 6.75%, 7%, 0.5%, $50 and inactivity](https://www.revenue.mt.gov/taxes/corporate-income-tax)
- [Montana DOR, 2025 Form CIT instructions: minimum per corporation with activity and alternative tax](https://revenue.mt.gov/files/Forms/Montana-Form-CIT-Instructions/2025_Montana_Form_CIT_Instructions.pdf)

## Becoming a benefit company and changing back
Usual rule: Two-thirds approval is the common benefit-status gate. Some states use ordinary amendment votes, some demand more, and class-by-class voting can give even a small share class a veto.

This state: Becoming a benefit company: Two thirds of every class/series, including nonvoting shares. Two-thirds class mission/status protection plus specified dissenting-shareholder purchase rights. Changing back: Same minimum status vote.

Why it differs: Montana entry uses Two thirds of every class/series, including nonvoting shares.; exit uses Same minimum status vote.. Easier entry helps adoption. Easier exit also scores higher here, although a mission-preservation priority may favor a harder exit.

### Ease of becoming a benefit company
Score: 6
Montana: becoming a benefit company requires Two thirds of every class/series, including nonvoting shares. Ordinary votes receive more ease-of-change credit than two-thirds; three-quarters, 90% and unanimous gates receive less. Class votes, notice, appraisal and any higher charter requirements remain.
- [§35-1-1402](https://mca.legmt.gov/bills/mca/title_0350/chapter_0010/part_0140/section_0020/0350-0010-0140-0020.html)
- [§35-1-1407](https://mca.legmt.gov/bills/mca/title_0350/chapter_0010/part_0140/section_0070/0350-0010-0140-0070.html)
- [§35-1-1408](https://mca.legmt.gov/bills/mca/title_0350/chapter_0010/part_0140/section_0080/0350-0010-0140-0080.html)

### Ease of changing status later
Score: 6
Montana: changing back requires Same minimum status vote. Ordinary votes receive more ease-of-change credit than two-thirds; three-quarters, 90% and unanimous gates receive less. Class votes, notice, appraisal and any higher charter requirements remain.
- [§35-1-1402](https://mca.legmt.gov/bills/mca/title_0350/chapter_0010/part_0140/section_0020/0350-0010-0140-0020.html)
- [§35-1-1407](https://mca.legmt.gov/bills/mca/title_0350/chapter_0010/part_0140/section_0070/0350-0010-0140-0070.html)
- [§35-1-1408](https://mca.legmt.gov/bills/mca/title_0350/chapter_0010/part_0140/section_0080/0350-0010-0140-0080.html)

## Public transparency
Usual rule: Annual reporting, public access, an outside assessment framework and a mandatory mission duty are common. Stronger disclosure can help people check promises while adding work or exposing owner information.

This state: Directors must consider enumerated shareholders, workers, customers, community, environment, long-term interests and benefit purposes; no automatic priority, subject to permitted charter priorities. Disclosure: Annual shareholder report and all public website reports or free copies on request; no separate state benefit-report filing identified. Enforcement: Any shareholder can bring benefit enforcement; a court may award plaintiff costs and attorney fees for unjustified noncompliance.

Why it differs: Montana requires public access to the report. Any-shareholder benefit enforcement and potential plaintiff fee awards increase accountability.

### Reports the public can read
Score: 8
Montana requires report access for people outside the company, so it earns public-access credit. Annual shareholder report and all public website reports or free copies on request; no separate state benefit-report filing identified.
- [§35-1-1410](https://mca.legmt.gov/bills/mca/title_0350/chapter_0010/part_0140/section_0100/0350-0010-0140-0100.html)

### Regular updates on progress
Score: 6
Montana: Annual. Annual updates earn more transparency credit than biennial updates; no mandated report earns none.
- [§35-1-1410](https://mca.legmt.gov/bills/mca/title_0350/chapter_0010/part_0140/section_0100/0350-0010-0140-0100.html)

### An outside impact framework
Score: 3
Montana: Required. Using an outside framework reduces flexibility credit but earns transparency credit.
- [§35-1-1410](https://mca.legmt.gov/bills/mca/title_0350/chapter_0010/part_0140/section_0100/0350-0010-0140-0100.html)

### A duty to consider the mission
Score: 3
Montana makes a mission duty mandatory, so it earns this credit. Directors must consider enumerated shareholders, workers, customers, community, environment, long-term interests and benefit purposes; no automatic priority, subject to permitted charter priorities.
- [§35-1-1406](https://mca.legmt.gov/bills/mca/title_0350/chapter_0010/part_0140/section_0060/0350-0010-0140-0060.html)

## State taxes
General corporate income tax is 6.75% of Montana taxable income with a $50 minimum for corporations having Montana activity. A water's-edge election uses 7%; a qualifying sales-only corporation can elect a 0.5% gross-sales alternative.
The $50 corporate minimum applies to ordinary C corporations with Montana activity, including loss years. The agency permits an affidavit of inactivity when there is no business activity; formation alone is not modeled as an unavoidable $50 charge.
Montana business activity and nexus determine filing. Multistate allocation/apportionment and combined reporting matter; the gross-sales alternative has sales-only, property and receipts conditions.

## Full reviewed legal topics

### purpose
General public benefit is mandatory; a charter may add specific public benefits.

### board
Directors must consider enumerated shareholders, workers, customers, community, environment, long-term interests and benefit purposes; no automatic priority, subject to permitted charter priorities.

### standard
Annual report assesses general benefit against an independent third-party standard. The act does not mandate paid private certification.

### report
Annual shareholder report and all public website reports or free copies on request; no separate state benefit-report filing identified.

### enforcement
Any shareholder can bring benefit enforcement; a court may award plaintiff costs and attorney fees for unjustified noncompliance.

### benefitLiability
Director benefit-failure protection has an express compliance condition; enforcement has no shareholder ownership floor and may shift fees.

### ordinaryExculpation
Ordinary director charter exculpation under §35-14-202(2)(d), with improper benefit, intentional harm, unlawful distribution and intentional criminal exceptions.

### statusChange
Two-thirds class mission/status protection plus specified dissenting-shareholder purchase rights.

## Costs and conditions

### regularReport
On-time Jan. 1–Apr. 15 filing fee waived for 2026; official announcement also waives 2027. This is a dated waiver, not a permanent statutory zero.

### benefitReport
No separate state benefit-report filing identified.

### minimumTax
Corporate income-tax minimum is $50 for C corporations subject to Montana corporate income taxation, generally corporations doing business in Montana. Income-based tax may exceed it. If there is no business activity the agency permits an affidavit of inactivity; benefit status itself creates no exemption.

## Conversion route
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Two-thirds class mission/status protection plus specified dissenting-shareholder purchase rights.

## Important distinctions
- Any-shareholder benefit enforcement and potential plaintiff fee awards increase accountability.
- Director benefit-failure shield expressly depends on compliance with the benefit part.
- Ordinary corporate code was recodified as Chapter 14; benefit rules remain Chapter 1 Part 14.
- Annual filing-cost advantage is a dated waiver.

## Source qualifications


## All reviewed official/primary links
- [§35-1-1403](https://mca.legmt.gov/bills/mca/title_0350/chapter_0010/part_0140/section_0030/0350-0010-0140-0030.html)
- [§35-1-1402](https://mca.legmt.gov/bills/mca/title_0350/chapter_0010/part_0140/section_0020/0350-0010-0140-0020.html)
- [§35-1-1406](https://mca.legmt.gov/bills/mca/title_0350/chapter_0010/part_0140/section_0060/0350-0010-0140-0060.html)
- [§35-1-1407](https://mca.legmt.gov/bills/mca/title_0350/chapter_0010/part_0140/section_0070/0350-0010-0140-0070.html)
- [§35-1-1408](https://mca.legmt.gov/bills/mca/title_0350/chapter_0010/part_0140/section_0080/0350-0010-0140-0080.html)
- [§35-1-1409](https://mca.legmt.gov/bills/mca/title_0350/chapter_0010/part_0140/section_0090/0350-0010-0140-0090.html)
- [§35-1-1410](https://mca.legmt.gov/bills/mca/title_0350/chapter_0010/part_0140/section_0100/0350-0010-0140-0100.html)
- [§35-1-1412](https://mca.legmt.gov/bills/mca/title_0350/chapter_0010/part_0140/section_0120/0350-0010-0140-0120.html)
- [§35-14-202(2)(d)](https://mca.legmt.gov/bills/mca/title_0350/chapter_0140/part_0020/section_0020/0350-0140-0020-0020.html)
- [2026/2027 Secretary of State fee-waiver announcement](https://sosmt.gov/secretary-christi-jacobsen-continues-montana-business-support-by-waiving-fees-once-again/)
- [Aug. 4, 2026 help article](https://help.sosmt.gov/en-us/article/why-didnt-i-receive-a-receipt-for-my-annual-report-apzs5a/)
- [Corporate tax rates, minimum, filing and inactivity; MCA§§15-31-121–122](https://www.revenue.mt.gov/taxes/corporate-income-tax)
- [Montana DOR, corporate income tax: 6.75%, 7%, 0.5%, $50 and inactivity](https://www.revenue.mt.gov/taxes/corporate-income-tax)
- [Montana DOR, 2025 Form CIT instructions: minimum per corporation with activity and alternative tax](https://revenue.mt.gov/files/Forms/Montana-Form-CIT-Instructions/2025_Montana_Form_CIT_Instructions.pdf)