How to register a business name in Maryland as a corporation?
Definition of Maryland Corporation
A Maryland Corporation is an artificial judicial person or entity in the eye of law and chartered by the Maryland State. It can sue or be sued by its own name. It has limited liability of its members to the extent of their investment. It may have unlimited numbers of shareholders including non resident of Maryland.
Types of corporations in Maryland
- Stock Corporation
- Close Corporation
- Religious Corporation (Nonprofit Religious entity)
- Tax-Exempt Non Stock Corporation (Nonprofit entity other then religious)
To do List to setup a Stock corporation in Maryland
Select a name for Maryland Corporation
Naming your corporation is a critical process you may hire CPA or Attorney to help you. The corporate name must contain "Corporation", "Incorporated", "Limited", "Inc.", "Corp.", or "Ltd." The name must be unique and distinguishable from all other entities registered in Maryland. You may conduct a name search at: www.dat.maryland.gov or call the department of assessment and taxation for name availability and reservation. The department reserves the name for 4 weeks. It is valid for 30 days.
Name and Address of Incorporator(s)
On or more person can incorporate a Maryland corporation. The name and address of incorporator(s) needs to be filled in article of incorporation. The incorporator must be at least 18 year old. The address should be one where mail can be received. It can be anywhere, even a foreign country.
Specify the purpose of the Maryland corporation
The purpose of the corporation is necessary to brief in article of incorporation. You may describe it in one or two sentences. You may adopt any legal activity as a purpose of the corporation.
Requirement of principal office for Maryland Corporation
Articles of incorporation form require specifying the address of the principal place of the corporation. It must be a certain address in Maryland and must include street, city and zip code. It cannot be a post office box.
Registered agent for Maryland Corporation
Registered agent is s person who is appointed to accept service of process if the corporation is summoned to court for any reason. The registered agent must be e an adult resident of Maryland or another existing Maryland corporation. Name Address and sign of the registered agent must include in articles of incorporation. The address must include the street, city and zip code. The address must be in Maryland and cannot be a post office box. A corporation cannot act as its own resident agent.
Decide authorized shares for Maryland Corporation
You may decide shares with par value or shares without par value or with combination of both. Share stock is required to take advantage of certain tax options. Questions about stock should be directed to your attorney, accountant or financial advisor.
Par Value: “Par value” means the stated dollar amount assigned to a share. Without Par Value: Shares that are designated as having no par value may be issued for an amount of consideration determined by the board of directors.
Appointment Initial directors for Maryland Corporation
You have to specify the numbers and names of initial directors. You may decide later the numbers of director as per bylaws of the corporation. The directors may be nonresident of Maryland.
Filling of Articles of Incorporation Maryland
The articles of incorporation must be signed by incorporator(s) and registered agent before filling to the state department of assessment and taxation. You may file through mail, counter service or online.
Adopt bylaws for Maryland Corporation
Bylaws are not required by Maryland State. Bylaws should be clear and precise. You may draft from a legal consultant or CPA. Simply bylaws include all about the internal process of the corporation you can draft bylaws by including all internal policies and procedures.
Other legal compliance for Maryland Corporation
You may have to get register or obtain licenses and permit from following department
- Federal Taxpayer identification from Internal Revenue Service (IRS)
- Maryland tax registration from Taxpayer Registration Assistance Center Comptroller of Maryland,
- Licenses from department of commerce, Maryland State
- Professionals licenses from Department of Labor Licensing and Regulation, Maryland State.
- Occupational and profession licenses from The Department's Division of Occupational and Professional Licensing
- Division of Labor and Industry
- Division of Financial Regulation
Trade Name Under Maryland Corporation
A trade name is the name by which a business is known to the public to distinguish it from another business or person. You may choose any trade name by reserving with the State Department of Assessment and taxation. Trade name applications must be signed to be accepted. For information on trade name availability and forms contact: State Department of Assessments and Taxation. You can add as many names under the Maryland Corporation.
Certified Copies from State Department of Assessment and Taxation
A certified copy is a document issued by the Maryland Department of Assessment and taxation, it is validated and authenticated by the state.
- A duplicate copy of your corporation registration in Maryland can be requested, if you have lost the documents.
- Foreign state can request you to provide a certified copy to create a Foreign Entity or branch office.
- It can be requested to domesticate the entity or moving your entity from one state to another.
Maryland Certificate of good standing / Status
When obtaining a license, a license renewal or a loan settlement, you are often required to obtain a "Certificate of Status" or "good standing" certificate from the Maryland Department of Assessments and Taxation. When the Department issues a certificate verifying that a business entity is in "good standing," it means that all documents and fees required by law have been received, and that no other government agency has notified the Department that the entity is delinquent in tax payments.
Maryland Annual report and personal property return
Every corporation has to file annual report and personal property return to remain with good status. You have to provide details of directors, location of corporation, and list of tangible property in Maryland etc.
Maryland S Corporation
The members may change to S corporation by from Internal Revenue Service by filling form 2553 for tax purpose.
Revival process for Maryland Corporation
You should have to comply with followings prior to the filing of Articles of Revival,
- The corporation has Paid all fees required by law
- Filed all annual reports which should have been filed by the corporation if its charter had not been forfeited
- Paid all state and local taxes, except taxes on real estate, and all interest and penalties due by
- The corporation or which would have become due if the charter had not been forfeited whether or not barred by limitations.
