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Register a Foreign LLC in Maryland

A Maryland Foreign LLC is a limited liability company that wants to do business in Maryland but was not originally formed there. Foreign LLCs in Maryland must register with the Maryland State Department of Assessments and Taxation and pay a $100 state fee. (Expedited online filings cost $150, plus a $5 credit card fee.) Maryland law considers you to be doing business in Maryland if you own income-producing property in the state. Many other activities are also likely to be considered doing business, including hiring an employee in the state, selling services or products, bidding for a contract, or applying for a professional license.

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How To Register a Foreign LLC in Maryland

In order to register as a foreign LLC in Maryland, you’ll need to submit a Foreign Limited Liability Company Registration. This process is called foreign qualification. Here’s how to do it.

1. Appoint a Maryland registered agent

Your first step is to appoint a Maryland registered agent (also sometimes called a Resident Agent for Service of Process). Whoever you choose to be your registered agent must have a physical address in Maryland where they’ll be available to accept service of process in person during regular business hours.

Can I be the registered agent for my foreign LLC in Maryland?

If you don’t already live in Maryland, you cannot be your own registered agent. Instead, you’ll need to appoint a Marylander you trust or hire a registered agent service that has a Maryland office.

2. Obtain a Certificate of Good Standing

You will need to provide a Certificate of Good Standing when you register your foreign LLC with the Maryland State Department of Assessments and Taxation. A Certificate of Good Standing is written proof of existence from your LLC’s home state that confirms it’s legally registered there. Maryland only accepts certificates issued within the last 60 days.

How do I obtain a Certificate of Good Standing?

How to get a Certificate of Good Standing varies from state to state, but more than likely you’ll be able to request one through the Secretary of State’s office online.

Does my Certificate of Good Standing need to be an original copy?

No.

3. Complete the Foreign Limited Liability Company Registration

Before your foreign LLC can start legally doing business in Maryland, you’ll need to complete a form called the Foreign Limited Liability Company Registration and submit it to the State Department of Assessments and Taxation.

Here’s what you’ll need to include on your Foreign Limited Liability Company Registration:

  • Your LLC’s legal name in your home state or jurisdiction.
  • The alternate name you will use if your original business name is unavailable in Maryland.
  • The state or jurisdiction where your business was formed.
  • The date your business was formed.
  • The address of your LLC’s principal office.
  • A brief description of your business activity.
  • Whether or not your foreign LLC is a Series LLC.
  • The name and address of your Maryland registered agent. (This address cannot be a P.O. Box.)
  • Whether your company has done business in Maryland prior to its registration. (If it has, you’ll be required to pay a $200 penalty.)
  • Signature of authorized person from the LLC.
  • Signature of your registered agent.

Ready to start doing business in Maryland? Register your foreign LLC in Maryland with Northwest.

How much does it cost to file the Foreign Limited Liability Company Registration in Maryland?

Normal processing costs $100. There’s an additional $50 charge for expedited online filings, as well as a 3% service/convenience fee for online payments. This total is usually around $155.

How do I file my Foreign Limited Liability Company Registration in Maryland?

You can file your Foreign Limited Liability Company Registration online, in person or by mail.

Online: Maryland Business Express

In person or by mail:
SDAT – Corporate Charter Division
301 W. Preston Street, Room 801
Baltimore, MD 21201

Do foreign LLCs need to file Articles of Organization to do business in Maryland?

No. An LLC only has to file formation documents—such as Articles of Organization—in the state where it was originally formed. So only an LLC that was originally formed in Maryland would need file Articles of Organization with the Maryland State Department of Assessments and Taxation, making it a domestic Maryland LLC. Foreign LLCs just file the Foreign Limited Liability Company Registration.

4. Receive your Certificate of Status

Maryland will not automatically send you a Certificate of Status, but you will receive an acknowledgment once your filing is approved. If you need a physical certificate, you’ll need to request one.

How do I request a Maryland Certificate of Status?

You can request a physical Certificate of Status one of three ways:

  • Online through the Maryland Business Express website
  • In person
  • By sending a letter requesting a certificate to:
    SDAT – Corporate Charter Division
    301 W. Preston Street, Room 801
    Baltimore, MD 21201

How much does a Certificate of Status cost?

How you request your certificate will determine how much you pay. Online and in-person requests cost $40 and are automatically expedited. Mailed requests cost $20 and take between 5-7 days (unless you expedite for an extra $20—then you’ll get it in 2-3 days).

Maryland FAQ

Maryland Foreign LLC Registration FAQ

How do I amend a foreign LLC in Maryland?

To amend your foreign LLC in Maryland, you will need to file a Certificate of Amendment to the Foreign Limited Liability Company Registration form and pay the $100 filing fee. If your foreign LLC’s name in Maryland is different than its original name, use the current Maryland name on the form. The changes you make on this form need to match the formation document you filed in your home jurisdiction.

What does it mean to do business in Maryland?

Maryland’s LLC Act provides a long list of what doesn’t count as doing business in the state, but it only lists one thing that does. Per MD Corp & Assn Code § 4A-1009 (2020), a company is doing business if it owns “income producing real or tangible personal property.” So whether it’s a warehouse in Baltimore or offices in Bethesda, if your LLC owns property in Maryland that brings in taxable income, it is required to register with the state as a foreign LLC.

However, that’s not the only activity that counts as doing business. It’s just the only one called out in the statutes. Businesses often foreign qualify if they hire employees, apply for a processional license, or sell goods or services in a state.

Activities that are NOT considered doing business in Maryland are also listed in § 4A-1009 (2020). For example, if your LLC is served with a lawsuit in Maryland and you’re required to maintain, defend or settle the dispute there, you will not need to register your foreign LLC in Maryland.

Read more about what counts as doing business in another state.

Do I have to file a Maryland annual report for my foreign LLC?

Yes. Your foreign LLC will need to file a Maryland Annual Report (also called the Maryland Personal Property Return) every year. It is due April 15th. It costs at least $300 to file, but may be more depending on your Maryland business personal property tax.

How are foreign LLCs in Maryland taxed?

Foreign LLCs in Maryland are taxed the same as domestic LLCs. They are considered pass-through entities by default, meaning the LLC itself doesn’t pay taxes. Instead, the profits pass through the LLC to the members, who report the profits as income on their personal tax returns. Your LLC may also file with the IRS to be taxed as a corporation instead.

How can I withdraw my foreign LLC?

If you’d like to withdraw a foreign Maryland LLC, you’ll need to file a Certificate of Cancellation of a Foreign Limited Liability Company Registration with the Maryland State Department of Assessments and Taxation. Filing with non-expedited processing is free, but there is a $50 fee for expedited processing.

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