Maryland Incorporation Services
Everything You Need to Know About Washington Corporations:
Maryland Incorporation Options
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How to Incorporate in Maryland
To start a corporation in Maryland, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Incorporation with the Maryland Department of Assessments and Taxation (also referred to as SDAT). You can file this document online, by mail, or in person. The articles cost a minimum of $120 to file. Once filed with the state, this document formally creates your Maryland corporation.
Per MD Corp & Assn. Code § 2-108 (2019), every Maryland corporation must appoint a registered agent (also called a resident agent). You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your articles wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, visit the Maryland eGov Business Search and browse until you find the perfect name for your corporation.
Once you know who your registered agent will be and what your corporation name is, you’re ready to file your Maryland Articles of Incorporation. Follow along with our filing instructions below:
Filing the Maryland Articles of Incorporation
Learn more about each Articles of Incorporation requirement below. Note that the information you provide becomes part of the public record—permanently.
Better yet, skip the form entirely and hire us to incorporate your Maryland business. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private.
1. Maryland Incorporator
Your incorporator is the person who submits your Articles of Incorporation to officially form your Maryland corporation. Incorporators must be 18 years and must include their name, a mailing address, and signature. Incorporators don’t have to be directors, officers or anyone in the corporation. Tip: We’ll be your incorporator when you hire Northwest.
2. Business Name
Your name must include “Corporation,” “Incorporated,” “Limited” or an abbreviation of one of these words. Tip: Most corporations go with “Corp.” or “Inc.” Your name can’t be the same or too similar to any other businesses on record in the state.
This section isn’t as existential as it sounds. Your “purpose” is just the business activity you plan to engage in. You can be general and state that you are incorporating to engage in lawful business in the State of Maryland. Or, you can be more specific and describe what your business will primarily do, like “motorcycle repair and maintenance.”
4. Principal Office
This Maryland street address is the official address of your business and where you’ll receive mail from the state (except for any service of process, which will go to your resident agent). Tip: Keep it simple with one address for all your mail and notifications. Hire Northwest as your resident agent, and you can use our Maryland address as your principal office address.
5. Resident Agent and Resident Agent Address
For your Maryland registered agent—also called “resident agent”—include the name and signature of either a Maryland resident (such as yourself) or a business that provides Maryland resident agent service (such as Northwest). Like your principal office, your resident agent address must be a Maryland street address and will become part of the permanent public record of your Maryland corporation. Tip: Hire Northwest and our address will go here.
6. Authorized Shares
List the number of shares you’re creating and their par value. Par value is the “face value” of the share (the price listed on stock certificates). It’s typically the lowest value at which the share will be traded. If the par value of all your shares together is over $100,000, your articles filing fee will increase. No par value? Your filing fee will increase if you have more than 5,000 shares.
List the names of your directors and the total number of directors your Maryland corporation will have.
Why Have a Registered Agent Form Your Maryland Corporation?
Professionals in Maryland hire registered agent services like Northwest Registered Agent for incorporation—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. Our office is located in Oakland, MD. We’re on a first name basis with the people who work in the Department of Assessments and Taxation. We know all the fastest filing methods, which translates to fast, professional service—without extra fees.
As your registered agent, we list our Oakland registered office address on your corporation’s formation documents. Why? If you’re starting a business from your apartment in Baltimore, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding, Business Address and More
At Northwest, we do everything a registered agent should do and more. You can list our address as your business address on your state filings. We include limited digital mail forwarding with registered agent service (up to 5 pieces of regular mail per year; $15 a doc after that).
Plan on accepting credit cards? We also offer a Free Credit Card Processing Consultation. Our specialists work with processors to negotiate low rates and better contracts for our clients.
And now, try our in-house Northwest Phone Service for 60 days, free of charge with our formation service. Get a virtual phone number with your choice of area code, make and receive calls from any device, and more—for just $9 a month.
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your corporation in Maryland. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My Maryland Corporation Is Formed?
After your Maryland Articles of Incorporation are approved, you still have a few more important steps to take, including getting an EIN, drafting bylaws, holding your first meeting, opening a bank account, and learning about state reporting and tax requirements.
Get an EIN
Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.
Why does my Maryland corporation need an EIN?
The IRS requires corporations to obtain an EIN for federal tax filings. You’ll also need your EIN to register with the Comptroller of Maryland for taxes. You can apply for an EIN directly with the IRS for no fee.
How do I get an EIN for my corporation?
You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form.
Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service. Or choose our VIP service—an EIN is included.
Write Corporate Bylaws
Bylaws are the internal rules you set for your business. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.
Do I need bylaws for my Maryland corporation?
Yes. For domestic stock corporations, state statutes don’t explicitly state you must adopt bylaws. MD Corp & Assn Code § 2-109 (2019), however, notes that after incorporation, an organizational meeting shall be held for the purpose of adopting bylaws, electing officers and transacting other business.
You don’t have to submit bylaws to the state, though. Corporate bylaws are internal documents you keep with your other corporate records, such as meeting minutes and resolutions.
What should bylaws include?
Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:
Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?
Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?
Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?
Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?
Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?
Per MD Corp & Assn Code § 2-110 (2019), Maryland bylaws can make other provisions as well, assuming additions are in accordance with state law.
How do I write bylaws?
Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your Maryland corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.
Hold an Organizational Meeting
An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.
Are there any special rules for Maryland organizational meetings?
Per MD Corp & Assn Code § 2-109 (2019), after SDAT accepts your articles of incorporation, you are required to give a minimum of three days notice before holding the meeting.
Open a Corporate Bank Account
Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.
How do I open a bank account for my Maryland corporation?
To open a corporate bank account in Maryland, you’ll need to bring the following with you to the bank:
A copy of the Maryland corporation’s Articles of Incorporation
The corporation’s bylaws
The corporation’s EIN
If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation.
We recommend calling your bank ahead of time before going in and asking what their requirements are. Most banks don’t open corporate accounts nearly as frequently as personal accounts, so some bankers may be unfamiliar with their own bank’s requirements. As frustrating as that may be for you, calling ahead will help save you from being super annoyed when you walk into the bank.
At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.
File Maryland Reports & Taxes
In Maryland, corporations file an annual report each year, along with a Personal Property Tax Return. In addition, corporations are subject to state taxes, including the state’s corporate income tax.
What is the Maryland Annual Report?
The Maryland Annual Report is a form you file with SDAT each year. You update information on directors, officers and shares. Questions in Section III of the form also determine whether or not you’re required to file a Personal Property Tax Return as well (see below).
How much is the Maryland Annual Report?
At minimum, you will pay $300 to file your Maryland Annual Report (potentially more if required to file the accompanying Personal Property Tax Return). Forget to file in time? Late fees can be as much as $500, depending on how late your filing is and how much you owe in personal property taxes.
When is the Maryland Annual Report due?
The Annual Report and the $300 filing fee are due April 15th each year. If you do file late, the base penalty fee varies depending on how long it takes you to file after April 15th. At minimum (1-15 days late) this will cost $30. The maximum penalty fee, however, is $500.
These filings can be easy to forget—which is why we send our clients automatic reminders for your Maryland Annual Report filings. Or better yet, let us file for you. With our business renewal service, we send you the completed annual report for you to add your tax information, then submit the report for you for $100 plus the state fee and any tax owed.
What is Maryland’s Personal Property Tax Return?
A major headache. More specifically, the Personal Property Tax Return is a tax return most businesses have to submit along with their Maryland Annual Report. You’re required to file this return if your Maryland corporation owns, leases or uses any personal property in Maryland or if your business has a Trader’s License. On the return, you list your personal property, its original cost, and its current value.
What is personal property? Personal property is basically everything besides intellectual property, real estate, land or registered vehicles. It includes inventory, machinery, tools, furniture, computers, supplies—everything. Have blinds on your office windows? They count too. As you can imagine, this return takes a lot of work, so be sure to give yourself plenty of time before the April 15th deadline.
What should I know about Maryland corporate taxes?
In addition to the personal property tax, Maryland corporations are subject to other state taxes, including a corporate net income tax and a state sales tax.
The Maryland corporate net income tax rate is a flat 8.25%. Have an S corporation? You may still have to pay some entity-level income tax.
Maryland also has a special tax rule for pass-through entities with nonresident members. Nonresident members file their personal returns in their home states—not Maryland. To recoup these lost taxes, Maryland requires pass-through entities with nonresident members to file Form 510C and pay taxes on any nonresident taxable income.
The Maryland sales tax rate is 6% across the state. Cities and counties can’t tack on extra local sales taxes, so you’ll pay the same at the counter, no matter whether you’re in Annapolis or Cumberland. There are, however, a few special rates for specific items and services—for example, alcohol is taxed at 9%.
Do corporations have to register with the Maryland Department Of Revenue?
Yes, if you conduct business in Maryland, you’re required to register with the Comptroller’s Office. You can register by completing the Combined Registration Application online or by downloading the application and mailing or faxing it to the Comptroller’s Office. You’ll need your EIN before you can register.
Maryland Corporation FAQs
How can I submit the Maryland Articles of Incorporation?
You can file Maryland articles online, by mail or in person. Mailed or in-person filings must be submitted to the following address:
State Department of Assessments and Taxation, Charter Division
301 W. Preston Street; 8th Floor
Baltimore, MD 21201-2395
How much does it cost to start an Maryland corporation?
For most corporations, the filing fee will be $175.10. Here’s a breakdown of the different fees included in that total.
The base filing fee is $100, but there’s also an “organization and capitalization fee” of $20 for corporations that plan to issue stock. (This organization fee increases if you have over $100K in combined par value—or over 5K shares with no par value).
Unexpedited mailed filings take weeks to process. Most people either expedite mailed filings or file online (online filings are automatically considered expedited.) Expediting is an extra $50, bringing your total up to $170—to which you’ll add a 3% convenience fee if paying by credit card.
Hire Northwest to form your Maryland corporation and your total, out-the-door cost is $410, including 7-10 day expediting.
How long does it take to start a Maryland corporation?
Maryland filing times depend on expediting and filing methods. Expedited filing takes about 7-10 business days. Note that online filings are automatically considered expedited. Mailing an unexpedited filing can take up to 4-6 WEEKS for approval.
If you absolutely need your articles processed ASAP, you can drive to SDAT in Baltimore, pay for expediting, and hand deliver your filing during business hours. (Due to COVID-19, SDAT has currently placed a dropbox in the lobby of their offices in Baltimore for same-day expedited filings. Dropbox filings are currently being accepted Monday, Wednesday, and Friday and come with a hefty $425 expedite fee in addition to the regular filing fee.)
If you hire Northwest to start your corporation, we file online and typically have your expedited Maryland corporation formed within 10 business days.
Does a Maryland corporation need a business license?
There’s no general, statewide business license in Maryland, but local areas often have their own requirements. Most Maryland counties require licenses for specific business activities. For example, Montgomery County licenses a wide variety of activities, from running a group home to renting apartments. Frederick County, on the other hand, focuses licensing on electrical, plumbing and gaming activities.
Some cities and towns have additional licensing requirements as well. For instance, all businesses operating in Ocean City must get a city business license (and may also need a license from Worcester County, depending on their specific business activities).
What is a foreign Maryland corporation?
A corporation formed outside of Maryland—but which conducts business in the state—is considered a foreign Maryland corporation. For example, if you incorporated in Pennsylvania but decide to open a storefront in Maryland, you would be a foreign Maryland corporation. This also means you would need to register with the state by filing a Foreign Qualification Form with the Maryland State Department of Assessments and Taxation. Foreign corporations are required to file the Maryland Annual Report every year as well.
Can Northwest help me form a nonprofit corporation?
Absolutely! We’re happy to start a nonprofit corporation for you. Note that incorporating a Maryland nonprofit requires a different form. The filing fee is a little more as well. On top of the same state fees required to incorporate, there is another $50 fee that goes to the Maryland Not-For-Profit Development Center Fund. Maryland nonprofits must file an annual report each year, and if you nonprofit owns, leases, or uses personal property located in Maryland, you’ll need to file the combined Annual Report and Personal Property Tax Return form instead.
How to Order Maryland Incorporation Service
Our Maryland incorporation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
We offer flexibility with two different options for payment. You can pay everything up front, which includes a full year of registered agent service. Or, pay just $41 out the door with our VIP monthly payment option. With our VIP option, we also include an EIN. Just choose one of the buttons below, answer a few easy questions about your business and submit your payment.
Next, we’ll prepare and submit your Maryland Articles of Incorporation to the Maryland State Department of Assessments and Taxation. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the Maryland Department of Business Services has approved your filing, we notify you that your Maryland corporation has been legally formed. You can now move on to next steps, like holding your organizational meeting and opening a bank account.