How to reinstate a Maryland Limited Liability Company:
If your Maryland LLC was forfeited and you would like to continue your business, you will need to reinstate the LLC. File the Articles or Certificate of Reinstatement form with the Maryland State Department of Assessments and Taxation (SDAT). You do not need original signatures and you do not need to use the SDAT forms. You must be current with all state and local taxes and penalties to reinstate your Maryland LLC. You also have to resolve the cause of your forfeiture before you can reinstate. If the forfeiture was because you didn’t file your annual personal property return, you have to file the missing reports and fees before you can reinstate your Maryland LLC. You can submit documents to the Maryland SDAT by mail, fax, or in person.
You cannot submit late personal property returns by fax. But if you have already filed your return(s) and obtained your tax clearance certificate, then you can submit your tax clearance, certificate of reinstatement, and credit card information by fax. You do have to pay an expedite fee to fax file. We recommend faxing because it is so much faster it is worth the additional fee. If you fax your Articles of Reinstatement include your Visa or MasterCard information on the Expedited Request by Fax Cover Sheet.
If you mail your reinstatement documents, you need to include a check for fees. You may also drop off your documents in person for expedited processing. The will be processed the same day if you are in line by 4:15 and pay the expedite fee. If you file in person you can pay fees with check, cash, or money order. Make checks payable to the State Department of Assessments and Taxation.
Submit your documents to:
Maryland State Department of Assessments and Taxation
Charter Division
301 West Preston Street
8th Floor
Baltimore, MD 21201-2395
Phone: 410-767-1340
Fax file: 410-333-7097
Does the Maryland resident agent need to sign the filing?
Yes. The resident agent must consent to the designation as your resident agent. Signed Articles of Reinstatement are in your online account when you sign up for Maryland resident agent service with Northwest.
Do you need to include a property tax return with your articles of reinstatement?
All reinstating Maryland entities must file the missing returns and pay the fee for each year. Whether you need to include the current year’s report and fee depends on when you file the articles of reinstatement.
- If you file between January 1 and April 15, you do not have to include the current year’s annual report.
- If you file between April 15 and September 30, you have to include the current years report, but you don’t have to pay the personal property taxes prior to filing the revival.
- If you file between October 1 and December 31, you must have already filed your current years report, certified the assessments to the local government(s) and paid your personal property taxes before you may reinstate.
Do you need any kind of tax clearance to reinstate a Maryland LLC?
You will need to get tax clearance if you ever had any tangible personal property in Maryland. You get the tax clearance certificate from the local city/county government where you property is located. The process varies depending on your situation.
- If you have missed personal property reports, you must complete them. If you report that you have or had tangible personal property in Maryland, you must submit the reports to the SDAT for assessments before you can pay your personal property tax. Then you take the assessment to the city/county where the property is located.
- If you have not missed any returns, but you have previously reported tangible personal property on an annual return, you need to pay the personal property tax to the city or county where the property is located and ask the local government for a tax clearance certificate.
- If you missed reports, but you never owned any tangible personal property in Maryland then you don’t need a tax clearance certificate. You can just submit your late reports with your articles of reinstatement.
Any late annual returns and/or tax clearance certificates are submitted to the SDAT with the reinstatement form and filing fee.
How much will it cost to revive a Maryland LLC?
The filing fee for reinstatement is $100
There is an additional $50 fee for expedited processing
You also have to pay any delinquent fees. The penalty is based upon the county assessment as well as the degree of lateness when you submit the report. Follow the link below for the Maryland SDAT penalty guidelines and examples of late fees.
How long does it take the state to process the filing?
If you choose normal processing, the SDAT will take at least 8 weeks to process your filing. It can take more than 10 weeks to get a confirmation back from the state. So we really recommend paying the expedite fee and getting your documents processed 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.
Faxed documents are automatically expedited, so the SDAT will charge the fee to the card you pay with. It takes the Maryland SDAT about 7 business days to process faxed documents.
Walked in documents are expedited so you have to pay the additional fee. You have to be in line at the SDAT counter by 4:15 pm if you want to submit your documents for same day processing.
Will the Maryland State Department of Assessment and Taxation return my filed documents to me?
The Maryland SDAT will only mail filed documents back to you if you pay an additional $5 fee. If you do not include the fee, the SDAT will destroy the original. You can also view and print your filed documents by searching the Maryland Business Database. They will be available within 10 days after being processed by the Maryland SDAT.
How long does your Maryland LLC have to be inactive with the state before you wouldn’t have any fees, and would just have to start over with a new Maryland LLC?
There is no limit on the reinstatement period for a Maryland LLC so you can reinstate any time. You wouldn’t have to start over.
Many states do not actively pursue LLCs that don’t pay their annual report fees. Maryland SDAT will refer unpaid late filing penalties to the State of Maryland Central Collection Unit, which will add an additional 17% to the amount you owe. This will happen even if the LLC has been forfeited.
Can you change your Maryland resident agent at the same time on the Maryland reinstatement?
Yes. You can name a new resident agent on the Maryland LLC articles or certificate of reinstatement. You will need the resident agent’s signature on the form, accepting the appointment.
Can you change your principal address at the same time on the Maryland reinstatement form?
You can update your principal address on the Maryland LLC certificate of reinstatement.
Can you change your members and/or managers at the same time on the Maryland reinstatement form?
You can’t change your members or managers on the revival form. You don’t list them on the annual report/personal property return either.
What if my Maryland LLCs name is unavailable when I reinstate?
If your Maryland LLCs name is unavailable when you reinstate, you can change it right on the reinstatement form. You will have to list the old name as well as the new name you have chosen.
How many annual personal property returns can you miss before you can’t reinstate your Maryland LLC?
There is no limit on the reinstatement period so you can reinstate your Maryland LLC any time you want, even if you have missed several annual personal property returns.
Maryland SDAT - Forms:
Maryland SDAT - Late filing penalties:
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