How to withdraw your foreign Maryland Limited Liability Company or Maryland Corporation Certificate of Authority:
To withdraw your foreign corporation or LLC from Maryland, you just have to file a termination or cancellation form with the Maryland State Department of Assessments and Taxation (SDAT). You can file documents with the SDAT by fax, mail or in person.
Foreign Limited Liability Company Registered in Maryland:
To withdraw or cancel your foreign LLC from Maryland, file a Certificate of Cancellation of a Foreign Limited Liability Company Registration with the SDAT.
Foreign Corporation Registered in Maryland:
To withdraw your foreign corporation from Maryland, submit an Application for Termination of a Foreign Corporation Qualification to the Maryland SDAT.
If you fax file (recommended), processing is automatically expedited. Include your Visa or MasterCard information on the Expedited Request by Fax Cover Sheet which is also in your online account when you sign up with Northwest.
If you mail your documents to the Maryland SDAT, you just need to include a check for fees. If you drop off documents at the Maryland SDAT counter by 4:15, they are automatically expedited and processed the same day. When you file in person, you can pay fees by check, cash, or money order.
Make all checks payable to the State Department of Assessments and Taxation.
How much does it cost to cancel your out of state registration with Maryland?
Cancel your foreign LLC: $100
Cancel your foreign corporation: $25
Expedited processing: $50
How long does it take the state to process the withdrawal filing?
Normal Processing takes the Maryland SDAT at least 8 weeks and don’t expect to get your filing confirmation from them in less than 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 expedited so you have to pay the expedite fee. You also have to be in line at the Maryland SDAT counter by 4:15 pm if you want to submit your documents for same day processing.
Faxed documents are automatically expedited, so the SDAT will charge the fee to the card you pay with. The Maryland SDAT processes faxed documents in 7 business days.
What agency do you need to file the certificate of withdrawal with?
Submit withdrawal 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
Will the Maryland State Department of Assessment and Taxation return my filed documents to me?
The Maryland SDAT will only return the filed original if you pay the SDAT an additional $5 fee. If you do not include the fee, they destroy the original. You can, however, view and print your documents by searching the Maryland Business Database. SDAT has filed documents available online within 10 days of processing.
What happens if you don’t file a withdrawal and just don’t file your annual report/personal property return?
Maryland business entities are required to file an annual report/personal property return. If a foreign entity does not file the return by April 15, when it is due, the entity is placed not in good standing by the SDAT. To correct bad standing and avoid forfeiture, you just have to file the delinquent personal property return and pay the late filing penalty before the date on your Final Forfeiture Notice. The Maryland SDAT sends the final notice to foreign entities in September.
If you just don’t file an annual report, how long before you lose your Certificate of Authority?
If a foreign corporation or LLC does not file its personal property tax return (or the fee), by November of the year it is due, its registration in Maryland will be forfeited. For example, if your foreign entity return is due on April 15, you will get a Final Forfeiture notice in September. If you do not file the return by the November date on your notice from the SDAT, your authority will be forfeited.
What are the late fees and penalties to re-register if your registration is forfeited?
If your foreign corporation or LLC’s registration was forfeited, your business entity would have to re-register in Maryland. There is a $100 filing fee to qualify or register a foreign entity with the Maryland SDAT.
The foreign corporation or LLC is going to be held liable if it owes Maryland any penalty fees. The formula is just complicated enough to be annoying but you don’t have to figure it out on your own. Before you are forfeited, the Maryland SDAT will calculate your late fees and bill you. At that point all you have to do is pay the late fees and you will be placed back in good standing. If you would like to see how the penalties are calculated, the SDAT provides explanations and examples of late filing penalties at the link below.
Unpaid penalties are referred to the State of Maryland Central Collection Unit, which will add an additional 17% to the amount due. This will happen even when a foreign business entity has been forfeited.
How long does the registered agent have to accept service of process after a foreign corp or llc has filed a Certificate of Withdrawal of Registration?
The Maryland resident agent for a foreign corporation or LLC has to accept service of process for one year after the foreign entity withdraws from Maryland.
Maryland SDAT - Forms:
Maryland SDAT - Late filing penalties:
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