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Maryland LLC dissolution with the Maryland State Department of Assessments and Taxation

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HOW TO DISSOLVE A MARYLAND LIMITED LIABILITY COMPANY

How do you dissolve a Maryland Limited Liability Company?

To dissolve your LLC in Maryland, you file Articles of Cancellationwith the Maryland State Department of Assessments and Taxation (SDAT) by mail, fax, or in person. If you use the Maryland SDAT form, you have to type or print your information in ink. You don’t have to use SDAT forms, though. You can draft your own articles of cancellation.

When you fax documents to the SDAT for filing, processing is automatically expedited. We recommend this option because the Maryland SDAT takes forever to process documents. Include your Visa or MasterCard information on the Expedited Request by Fax Cover Sheet.

If you send documents to the SDAT by mail, you just need to include a check for fees. You can file articles of cancellation in person if you pay the expedited processing fee.

If you file in person and pay the expedite fee, your documents are processed that day. When you file in person, you can pay fees by check, cash, or money order.

Submit articles of cancellation 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

Is there a filing fee to dissolve or cancel a Maryland LLC?

There is a $100 filing fee to cancel your Maryland LLC. Expedited processing costs an additional $50. There’s also a credit card processing fee of 3% (around $5).

Your registered agent service in Maryland may be able to help with the dissolution process.

Do you need to notify creditors prior to dissolution?

Yes, you need to notify the Maryland LLCs known creditors (if any); at least 19 days before you file articles of cancellation with the SDAT.

Do you need a Department of Revenue clearance before the Maryland State Department of Assessments and Taxation will accept your dissolution?

No. You don’t have to get Maryland Department of Revenue clearance before you can dissolve a Maryland LLC.

How long does it take the state to process the filing?

Normal processing will take the Maryland SDAT at least 8 weeks. You probably won’t get your filing confirmation from SDAT for at least 10 weeks. Expedited processing is completed by the SDAT within 7 business days.

Mailed documents: Your 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: If you drop off your documents they will be expedited. So there is an additional fee. You have to be in line at the Maryland SDAT counter by 4:15 pm if you want to submit your documents for processing the same day.

Faxed documents:

Fax filings are automatically expedited, so the SDAT will charge the additional fee to the card you pay with. It takes the SDAT about 7 business days to process faxed documents.

Will the Maryland State Department of Assessment and Taxation return my filed documents to me?

The Maryland SDAT will only return your document if you pay them an additional $5 fee when you file. If you do not include the fee, the SDAT will destroy the original.

The SDAT does make your documents available for viewing and printing on the Maryland Business Database within 10 days after processing.

Can you undo the dissolution of a Maryland LLC?

The members of a Maryland LLC can continue the business if they agree unanimously to do so. You can only file Articles of Continuation in the brief window after the LLC has filed articles of cancellation and before the SDAT has terminated the LLC. Termination happens when the Maryland SDAT accepts the articles or on the effective date of the articles, whichever is later.

There is a $100 filing fee for articles of continuation.

How long before someone can take your business name?

If a Maryland LLC dissolves voluntarily, its name is not protected. It becomes available for use by other entities immediately.

If an LLC is forfeited, it loses both the right to do business and the right to exclusive use of its name on date that the SDAT issues a proclamation of forfeiture. The name is available for use by other Maryland entities right away.

How long does the resident agent have to serve following the cancellation?

In the articles of cancellation, the LLC must list the name and address of a Maryland resident agent who will accept service of process for one year following cancellation.

The resident agent designated in the articles must sign the document, consenting to the appointment.

What is the penalty if you do not dissolve properly and just don’t file your annual reports?

Maryland requires LLCs to file an annual personal property return for each year it is registered in Maryland. If a Maryland LLC doesn’t file its return by April 15, the LLC will be listed “not in good standing” and eventually your authority to do business in Maryland will be forfeited. Forfeiture of a Maryland LLC takes place the year after the year you miss your personal property return. For example, if you don’t file this year’s annual return (due April 15th) by September 30 of next year, the SDAT will send you a Final Forfeiture Notice in early October to inform you that you are about to be forfeited in December. If you don’t file the return by the date on the forfeiture notice your LLC will be forfeited on that date.

To correct bad standing and avoid forfeiture, file the late report and pay the amount on the Final Forfeiture Notice by the date on the notice. Do not include payment for penalties; they are assessed after you file the report.

What are the late fees and penalties to re-register if your registration is forfeited?

Articles of reinstatement: $100 Annual personal property report: $300

Penalties: There are penalties if you don’t file your Maryland personal property report on with the SDAT time. The penalty is based on the county assessment and “degree of lateness.” You won’t be expected to figure out what fees you owe. The Maryland SDAT will calculate the amount you owe and bill you for it. If you would like to see how the penalty is calculated, the SDAT provides explanation and examples of late filing penalties at the link below.

Maryland SDAT – Forms:

http://dat.maryland.gov/Pages/sdatforms.aspx#BNE

Maryland SDAT Forfeiture:

http://dat.maryland.gov/businesses/pages/frequently-asked-forfeiture-questions.aspx

Corporate Compliance
by Local Corporate Guides®