Maryland Incorporation Services

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.

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.

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.

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.

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.

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.

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%.

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.

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 after the state receives your paperwork. 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.

Maryland processing times depend on expediting and filing methods. Expedited processing takes about 7-10 business days after the state receives your paperwork. 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 processing. 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.)

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).

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.

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.