How to Incorporate in Maryland
If you’re looking to incorporate in Maryland, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.
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Choose a Corporate Structure
Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in Maryland".
Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in Maryland".
C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).
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Check Name Availability
The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.
Name Search: Name Reservation: Optional Suffix Requirements: The name of a corporation must include one of the following words or an abbreviation of one of the following words: (1) "Company", if it is not preceded by the word "and" or a symbol for the word "and"; (2) "Corporation"; (3) "Incorporated"; or (4) "Limited".
Maryland Code §1-502(a) -
Appoint a Registered Agent
Before you officially file to create your Maryland LLC, you will need to decide who your Maryland registered agent will be. A registered agent is a business's legal appointee to receive notice of lawsuit and other legal or government notices.
State law requires every LLC to have a registered agent. The registered agent is designated when you file Maryland articles of organization with the Maryland State Department of Assessments and Taxation (SDAT).
Our reliable registered agent service fulfills this requirement. You get:
- Same-day documents from our local office in Oakland
- Immediate online access to state forms with our address and, where required, our signature
- Annual fees from $89 to $99 per state with no additional charges
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File Maryland Articles of Incorporation
File the articles of incorporation to create your corporation.
Agency: Maryland State Department of Assessments and Taxation (SDAT) Form: Filing Method: Mail, fax, in-person, or online.
Agency Fee: $120 filing fee + optional $5 returned mail fee + optional $50 expedited service fee. The expedite fee is required to file online, by fax, or in-person. If the aggregate par value of the stock exceeds $100,000 or if no par value stock is used and the corporation has authority to issue more than 5,000 shares, then call 1-410-767-1340 for your filing fee.
Turnaround: ~8+ weeks. ~7 business days with expedite fee online or by fax. Same-day if filed in-person with expedite fee by 4:15pm.
Law: Notes: - If you do not pay the expedite fee, you could wait 8+ weeks for the secretary to process your articles.
- Articles must be typed in black ink.
- The resident agent and incorporator must sign.
- Upon processing, you will only receive notice of filing if you pay the $5 return mail fee. Otherwise, look in the secretary's online records ~10 business days after processing to see your entity record where you can view and print an image of your document.
- If filing by fax, use the Charter Fax Cover Sheet.
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Establish Bylaws & Corporate Records
Your corporation must keep correct and complete books and records.
Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or with the articles of incorporation (C.R.S. 7-102-106). You will review and ratify the bylaws at your first board of directors meeting.
A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and a record of all waivers of notices of meetings of shareholders and of the board of directors or any committee of the board of directors (C.R.S. 7-116-101).
Your filed articles of incorporation and bylaws are the first documents for your corporate records. Your corporation will generate many other official records such as:
- Meeting minutes
- Shareholder resolutions
- EIN verification letter
- Amendments and other filings made to the corporation over its lifetime
Organizations need a secure, centralized tool for managing and accessing sensitive records. Our Records Manager software offers a simple, efficient way for corporations to store records, track officers, directors, and shareholders, and customize meeting notifications.
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Appoint Initial Directors
The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.
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Hold Organizational Meeting
Hold the organizational meeting of the incorporators or initial directors in compliance with 2010 Maryland Code §2-109. The directors who call the meeting shall notify each director in writing of the time and place of the meeting at least three days before it is held. Keep minutes of this meeting.
The following state laws apply unless overridden by the organizational documents, where permissible.
Directors Officers - Number: One or more required.
- Qualifications: None.
- Quorum: Majority of directors, unless bylaws fix a different number. No less than one third.
- President, Secretary, and Treasurer required.
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Issue Stock Certificates
The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.
The following state laws apply unless overridden by the organizational documents, where permissible.
Shareholders Annual Shareholder Meeting - Qualifications: N/A
- Stock Certificate: Required.
- Voting Trusts Allowed: Yes.
- Required: Yes.
- Action by written consent: Allowed if by all shareholders entitled to vote on the action.
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Get a Federal Employer Identification Number (EIN)
Your corporation must obtain an EIN regardless of whether it will hire employees.
Submit to: Internal Revenue Service
http://www.irs.gov/Form: IRS Form SS-4 Guidance: IRS Pub 1635: Understanding Your EIN Filing Method: Mail, phone, fax, or apply online with the IRS Fee: $0 Turnaround: Immediately online Notes: The IRS website is only available during certain hours. Print your EIN before closing your session. -
Get Maryland State Tax Identification Numbers/Accounts
Newly formed organizations are automatically enrolled in Maryland property tax.
Register for a Maryland tax accounts and licenses by filing:
Agency: Comptroller of Maryland Form: Form CRA: Maryland Combined Registration Application Filing Method: Mail or online Agency Fee: $0 Notes: - This registration includes an admissions and amusement tax account, alcohol tax license, income tax withholding account, motor fuel tax account, sales and use tax license, use tax account, transient vendor license, sales and use tax exemption certificate (for nonprofit organizations), tire recycling fee account, tobacco tax license, and/or unemployment insurance account.
- Other local taxes in Maryland require no additional registration. Questions can be directed to Maryland local taxing agencies.
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Consider Electing S-Corp Taxation
By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:
- C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
- S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
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Obtain Business Licenses & Permits
To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.
Maryland Business License
Not required
General Business License licensure is not required on the State level in Maryland.
Maryland does not have a general business license at the state level, but local licenses are often required.
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Ongoing Filings to Maintain Your Corporation
You must file federal and state tax returns.
Many states also require business entities to file an annual report to maintain good standing with the secretary of state. If an annual report is required for corporations formed in Maryland, view the table below.
Maryland Corporation Annual Report Requirements:
Agency: Maryland State Department of Assessments and Taxation (SDAT) Form: Instructions: Filing Method: Mail or online.
Agency Fee: $300 + $9 credit card fee.
Due: Annually; must be postmarked by April 15.
Law: Md. TAX-PROPERTY Code Ann. § 11-101.
Penalties: If your business has property in Maryland, then the late fee is a percentage of your county assessment plus interest. If your business does not have property in Maryland, then there is no late fee. All businesses risk dissolution or revocation.
Notes: - Must be signed by officer or principal.
- Original signatures are required.
For more details, see our Maryland annual report information center page.
You will need to demonstrate your company’s good standing to banks, customers, and other state agencies. After all the work involved in forming your Maryland corporation, don’t let a missed annual report filing cause your new business to fall out of compliance.
Tracking and filing annual reports on your own can be time consuming and lead to accidental lapses. Protect your corporation’s good standing with Managed Annual Report Service, which tracks and automatically files reports on time, every time, so you can focus on your business.
