Maryland Incorporation

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How to Incorporate in Maryland

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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.


Paperwork Cost Time
  • Form STOCK: Articles of Incorporation for a Stock Corporation
  • Bylaws
  • IRS Form SS-4: Obtain an EIN
  • Form 2553: S-Corp Election, if desired
  • Form CRA: Maryland Combined Registration Application
  • Incorporation: $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.
  • Incorporation: ~8+ weeks. ~7 business days with expedite fee online or by fax. Same-day if filed in-person with expedite fee by 4:15pm.

How to Incorporate in Maryland

1 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).

2 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:
Maryland SDAT Charter Record Search
Name Reservation:
Optional
Suffix:
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". 2010 Maryland Code §1-502(a)
The corporate name of a professional corporation must include: (i) The word "chartered"; (ii) The abbreviation "chtd."; (iii) The words "professional association"; (iv) The abbreviation "P.A."; (v) The words "professional corporation"; or (vi) The abbreviation "P.C.". 2010 Maryland Code §1-502(f)
3 Appoint a Registered Agent

Identify the corporation’s Maryland registered agent. This individual or company receives notice of lawsuit and other legal service for the corporation. Maryland also refers to the registered agent as the resident agent.

4 File Maryland Articles of Incorporation

File the articles of incorporation to create your corporation.

Agency:Maryland State Department of Assessments and Taxation (SDAT)
Form:

Articles of Incorporation for Stock Corporation

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:

Maryland Code - Corporations and Associations

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.
5 Establish Bylaws & Corporate Records

Your corporation must keep correct and complete books and records.

Records of accounts and minutes to be correct and complete.- Each corporation shall keep correct and complete: (1) Books and records of its accounts and transactions; and (2) Minutes of the proceedings of its stockholders and board of directors and of any executive or other committee when exercising any of the powers of the board of directors.
2010 Maryland Code §2-111

Any stockholder, holder of a voting trust certificate in a corporation, or his agent, on written request, may inspect and copy during usual business hours any of the following corporate documents: (1) Bylaws; (2) Minutes of the proceedings of the stockholders; (3) Annual statements of affairs; and (4) Voting trust agreements deposited with the corporation at the corporation's principal office in accordance with § 2-510(2) of this subtitle.
2010 Maryland Code §2-512

Your filed articles of incorporation are the first document for your corporate records. Your corporation will generate many other official records such as bylaws, meeting minutes, and your EIN.

Office supplies intended for a corporation will help you stay organized and save time. Optionally, get a corporate record book, seal, and document templates.

Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws may contain any provisions not inconsistent with law or the charter of the corporation for the regulation and management of the affairs of the corporation (2010 Maryland Code §2-110). You will review and ratify the bylaws at your first board of directors meeting.

6 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.

7 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.
8 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.
9 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.
10 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:

Submit to:
Comptroller of Maryland
http://www.comp.state.md.us/
Form:
Form CRA: Maryland Combined Registration Application
Filing Method:
Mail or online
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.

11 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.
12 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.

13 Ongoing Filings to Maintain Your Corporation

You must file federal and state tax returns. You must also file:

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