How to Incorporate in Maryland

Maryland Department of Assessments and Taxation—Corporate Charter Division
301 West Preston Street—8th Floor
Baltimore, MD 21201-2305

410.767.1350 telephone
410.333.7097 facsimile

Statutory Authority: Maryland General Corporation Law — Md. Corp. and Assn. Code Ann. § 1 (2013)

Maryland Incorporation General Filing Instructions

1. Confirm availability of company name.
2. Complete the “Articles of Incorporation.”
3. Complete the “Fax Cover Sheet” for expedited service if filing by fax.
4. Prepare a Letter of Transmittal if filing by mail.
5. Submit the completed documents, a photocopy of each, and filing fees to the Maryland Department of Assessments and Taxation.

Maryland Articles of Incorporation

The following information is legally necessary and sufficient to form a for-profit corporation in Maryland:

1. Incorporator name and address
2. Company name
3. Business purpose
4. Principal office street address
5. Resident agent name and street address
6. Number and par value of authorized shares
7. Number of directors and the name of each
8. Signature of each incorporator
9. Signature of resident agent
10. Filing party’s name and return address

Maryland Incorporation Fee Schedule

Articles of Incorporation: $100.00 minimum plus a $20.00 organization and capitalization fee (filing fee is based on par value or number of authorized shares)
Foreign Corporation Qualification: $100.00
Expedited Service: $50.00
Certified Copy: $20.00 plus $1.00 per page
Annual Report and Personal Property Report: $300.00
Articles of Dissolution: $100.00

Company Name

Your company name must end with a corporate designator. In Maryland the specific corporate designators are: “Incorporated” “Corporation” “Company” “Limited” “Inc.” “Corp.” “Co.” “Ltd.”

Conduct an entity name search on the Maryland Department of Assessments and Taxation website to conform the availability of your company name. NOTE: Reserving your company name is optional.

Registered agent

The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.

Maryland requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Maryland resident or active Maryland business entity that has a Maryland street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.

NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Maryland resident and have a Maryland street address.

Optional provisions

The state provided forms ask for and specify what is legally sufficient and necessary to form a Maryland corporation. Nevertheless, Maryland permits you to add other provisions to your Articles of Incorporation as an attachment.

The most common optional provisions are the following:

☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election

Post formation and ongoing compliance

1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. Pay a $300.00 minimum property tax and file an annual business personal property return.
9. File an income tax return even if the corporation has no taxable income or if the corporation is inactive.
9. Pay the Corporation Franchise Tax.

Registering as a Foreign Entity

1. Complete the “Foreign Corporation Qualification.”
2. Submit the completed document, along with the $100.00 filing fee, to the Maryland Department of Assessments and Taxation.

Dissolving a Maryland Corporation

1. Contact the Maryland Department of Assessments and Taxation to make sure that you don’t have any outstanding property returns or penalties.
2. Complete the “Articles of Dissolution.”
3. Submit the completed document, along with the $100.00 filing fee, to the Maryland Department of Assessments and Taxation.

How to Incorporate in Maryland
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