How to dissolve a Maryland Corporation
How do you dissolve a Maryland Corporation?
Before you can dissolve your Maryland corporation you should contact the Maryland State Department of Assessments and Taxation (SDAT) to make sure that your property returns are current and that you don’t owe any penalty fees. If you do not have any outstanding returns or fees, you may file Articles of Dissolution with the SDAT. You don’t have to use SDAT forms and you don’t have to have original signatures on your documents. You can file articles of dissolution with the Maryland SDAT by mail, fax, or in person.
If you fax file, you have to pay an expedite fee. We recommend faxing because it is so fast and easy that it is worth the extra fee. Faxed filings need to include your Visa or MasterCard information on the Expedited Request by Fax Cover Sheet.
If you mail your documents you need to include a check for the filing fee. If you drop off your documents in person, you can pay by check, cash or money order. Make checks for fees payable to the State Department of Assessments and Taxation.
Submit your dissolution documents to:
Maryland State Department of Assessments and Taxation
301 West Preston Street
Baltimore, MD 21201-2395
Fax file: 410-333-7097
Is there a filing fee to dissolve or cancel a Maryland Corporation?
There is a $100 filing fee to dissolve your Maryland Corporation.
Expedited processing will cost an additional $50.
Do you need to give notice of the dissolution to creditors?
If your corporation has known creditors you must notify them by mail that dissolution has been approved. You have to mail the notice at least 20 days before you file your Articles of Dissolution.
Do you need to include a current personal property report when you dissolve your Maryland Corporation?
If you file articles of dissolution between January 1 and April 15, you DO NOT need to include a current property report if:
- You include an affidavit that the corporation owned no personal property as of January 1; or
- The personal property was transferred before the dissolution and you include a transfer of property report.
If you file articles of dissolution between April 16 and June 30, you DO need to file the current year’s personal property report before you can dissolve. You will not have to pay taxes if:
- The report shows you owned no tangible property as of January 1; or
- The property was transferred prior to filing the dissolution and a transfer of personal property report is included.
You can get a transfer of personal property report from the SDAT by calling 410-767-1180.
Do you need a Department of Revenue clearance before the Maryland State Department of Assessments and Taxation will accept your dissolution?
No. You don’t need Maryland Department of Revenue clearance to dissolve your Maryland corporation, but you do need to have filed all of your corporations personal property returns. If you have not filed the required returns, the SDAT will not accept the dissolution.
You can call the Maryland SDAT at (410) 767-1170 if you are not sure if you aren’t sure if your reports are current.
How long does it take the state to process the filing in Maryland?
Normal document processing takes the Maryland SDAT at least 8 weeks. You probably won’t get a filing acknowledgement from them for at least 10 weeks. Expedited processing is completed within 7 business days
Mailed documents are processed normally, unless you request expedited service and pay the fee. If you wish to expedite processing of mailed documents write “EXPEDITED SERVICE REQUESTED” on a cover letter and the envelope.
Walked in documents are always expedited, so you pay the expedite fee. You have to be in line at the SDAT counter by 4:15 pm if you want to submit your documents and have them processed that day.
Faxed documents are also automatically expedited, so the SDAT will charge the fee to the card you pay with. It takes the SDAT 7 business days to process faxed documents.
Will the Maryland State Department of Assessment and Taxation return my filed documents to me?
The SDAT will only return your filed documents if you pay them an additional $5 fee. If you do not include the fee when you submit the articles of dissolution, the SDAT will assume you don’t want the original and destroy it.
You can always view and print your filed documents online by searching the Maryland Business Database. The SDAT usually has filed documents online within 10 days after processing is completed.
Can I rescind the dissolution?
Yes, you can abandon or rescind the articles of dissolution before the articles are filed by the SDAT. You would rescind dissolution following the same process to approve dissolution. Then you have to mail notice of the rescission to known creditors within 30 days.
How long before someone can take your business name?
A voluntarily dissolved Maryland corporations name is not protected. It is available for use by other entities.
Once the SDAT declares that a Maryland corporations charter has been forfeited, the corporation loses its rights to its name.
How long does the resident agent have to accept service following the dissolution?
The dissolving corporation is required to list the name and address of its resident agent in the Articles of Dissolution. By signing the articles, the designated resident agent agrees to accept service of process for one year after dissolution.
What is the penalty if you just don’t file your Maryland Personal Property Return?
Maryland corporations are required to file annual reports/personal property tax returns and pay a $300 filing fee each year. If you don’t file your return by April 15, your corporation will be listed “not in good standing.” If you still don’t file the return your corporations ability to do business in Maryland will be forfeited. Domestic corporations that don’t file their returns are forfeited the year after the personal property return was due. So, if you failed to file your return that was due April 15, 2011, you would be forfeited in late 2012. The Maryland SDAT sends Final Forfeiture Notices in early October before you are forfeited.
To correct bad standing and avoid forfeiture, file the late report and pay the amount on the Final Forfeiture Notice by the date on the notice. Do not include payment for penalties; they are evaluated after you file the report.
What are the late fees and penalties to re-register if your registration is forfeited?
Articles of revival: $100
Annual personal property report: $300
If you are late in filing your personal property report the late fees are a bit complicated. It is based on the county assessment as well as how many days you are late. The SDAT will calculate the amount you owe and bill you for it. If you would like to see how the penalty is calculated, the best explanation is on the SDAT website at the link below.
Maryland SDAT - Forms:
Maryland SDAT - Late filing penalties:
Oakland, MD 21550