Start A Corporation In Maryland
Use our free business tools below to complete your Maryland Articles of Incorporation. This is the document you file directly with Maryland’s State Department of Assessments and Taxation to form your corporation.
If you want more, hire us to form your corporation in Maryland for just $39 + state fees. We’ll get your business stood up in minutes with a free domain, website, email, business phone, and more.
How to Start a Corporation in Maryland
A Maryland corporation is a business with a legal existence separate from its owners. If properly maintained, a corporation can conduct business in its own name and has many of the rights and obligations of a natural person, including the ability to enter into contracts, sue and be sued, hold assets, and pay taxes in its own name.
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 SDAT. The articles cost $100 state filing fee (which usually comes out to $176 with other fees added on). Once filed with the state, this document formally creates your Maryland corporation.
1. Name Your Corporation
Choosing a name for your corporation is a crucial decision because it will set the tone for the way customers view your business. However, you can’t just choose any name for your corporation. You’ll need to follow MD Corp & Assn Code § 1-502. Your corporation’s name must:
- Be unique among business names in Maryland.
- Include either Corporation, Incorporated, or another abbreviation like Inc. or Corp.
- Not include words or abbreviations that make it sound like it’s another kind of entity, like LLC or Nonprofit.
Already have a business name? Check to see if it’s available.
Yes. Maryland allows businesses to reserve a business name for 30 days. Simply fill out and file a Corporate Name Reservation application and pay the $25 fee (add $20 for expedited service).
When you start a corporation, you’ll need to list your company’s name when you file paperwork with the Maryland’s SDAT. This name will become your business’s official legal name. However, your corporation’s legal business name doesn’t necessarily have to be the customer-facing name that you use. To operate your corporation under a a different name, you’ll need to file a Trade Name Application with Maryland’s Department of Assessments & Taxation.
The application fee costs $25 and you’ll get confirmation in about four weeks. If waiting around isn’t your thing, you can also submit the application in person at the Charter Division office in Baltimore for an additional $50.00 fee for immediate service.
Find out more about How to get a DBA in Maryland.
2. Designate a Registered Agent
The next step is to designate a registered agent. Your registered agent could be you, another Maryland resident, or a professional service like us. All Maryland corporations are required to have a registered agent to list on the Articles of Incorporation.
The requirements for a registered agent in Maryland are outlined in MD Corp & Assn Code § 7–205. At a minimum, your registered agent must:
- Have a physical address (no P.O. Boxes or virtual offices) in the state of Maryland.
- Keep regular business hours at that address.
- Accept legal mail and correspondence from the Maryland SDAT on behalf of your business and get them to you fast.
Learn why the pros use a registered agent service.
Yes, but should you? Privacy is important, and when you act as your business’ registered agent, your private information goes on public record. Hiring a professional registered agent means that their information gets registered with the state, shielding you from spammers and hackers.
Also, if you ever plan to take a vacation, you could miss time-sensitive legal mail. Hiring a registered agent means you never have to worry when you leave town or the office, because your registered agent will receive all your corporation’s important legal mail, and keep your business in compliance with the state.
You can change your registered agent anytime by filing the Resolution to Change Principal Office or Resident Agent form with SDAT. The application costs $25 to file and you can submit it by mail or in person.
3. Submit Articles of Incorporation
To officially form your corporation, you’ll need to complete and file the Articles of Incorporation with SDAT. It costs $100 to file by mail or in person and $155 for expedited online filing.
Note: All of the information on this form will become part of the public record.
To fill out the form, you’ll need to provide the following information about your corporation:
- Company name: Must include Corporation, Incorporated, an abbreviation like Inc. or Corp., or any other allowable identifier.
- Purpose: Most businesses keep this section general with a statement like “the purpose of this corporation is to engage in any lawful activity in the state of Maryland.”
- Principal office: List a street address in Maryland.
- Registered agent and address: The name and address of your registered agent.
- Authorized person: The person authorized to sign and submit your company’s Articles of Incorporation.
- Authorized shares: Must include issued shares and consideration received.
- Name of directors: Must include names and addresses of anyone on the initial board.
- Incorporators: Must include the names and addresses of all your incorporators.
- Signatures: The signature must match exactly the name in the incorporator’s section.
It’s true that when you submit your Articles of Incorporation to the state, all the names and addresses listed on it become part of the public record. Marketing firms are experts at finding this information and using it to send you junk mail.
The best way to limit the amount of personal information you share is by hiring a registered agent service that will put their address on this form instead of yours wherever possible.
You can submit your articles online, by mail, or in person.
Mail and in person:
State Department of Assessments and Taxation
Corporate Charter Division
301 W. Preston St. Room 801
Baltimore, MD 21201
Online filings:
Maryland Business Express
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4. 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.
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.
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.
5. 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.
For more on Maryland corporate bylaws (including a free Maryland corporate bylaws template), see our Maryland corporate bylaws resource.
Yes. For domestic stock corporations, state statutes don’t explicitly state you must adopt bylaws. MD Corp & Assn Code § 2-109, 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.
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:
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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?
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Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
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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?
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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?
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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?
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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, 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.
6. 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.
Per MD Corp & Assn Code § 2-109, after SDAT accepts your articles of incorporation, you are required to give a minimum of three days notice before holding the meeting.
7. 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.
To open a corporate bank account in Maryland, you’ll need to bring the following with you to the bank:
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a copy of the Maryland corporation’s Articles of Incorporation
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the corporation’s bylaws
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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.
8. File State 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.
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).
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.
Ready to Start a Corporation in Maryland?
