How To Incorporate In Maryland
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1. Choose a Name for Your Maryland Corporation
Check on Available Names in Maryland: If you want to incorporate your small business in Maryland, you need to have a unique name for your corporation. Before you file Articles of Incorporation, you should check to be sure that the name that you have chosen for your corporation is not already being used by another corporation. You can search online records and government databases to see if the name that you have chosen is available. You could also request information from the State Department of Assessments and Taxation, Trade Name Search and Registration, 301 West Preston Street, Baltimore MD 21201 or call the office at (410) 767-1340.
Reserve a Corporate Name: If you want to reserve the corporate name that you have chosen until you are ready file Articles of Incorporation, you should contact the State Department of Assessments and Taxation, Trade Name Search and Registration, 301 West Preston Street, Baltimore MD 21201 or call the office at (410) 767-1340.
Filing Trademarks and Doing a Corporate Name Search: Even though the name that you have chosen for your corporation might not be in use by another corporation in the state of Maryland, it is possible that another corporation in another state could be using the same name. You might run into restrictions on your use of the name. You should seek legal counsel to find out what these restrictions may be and how you can take steps to trademark the name that you have chosen.
Maryland Corporate Name Requirements: The name that you use to incorporate your small business must include the word “corporation,” “incorporated,” “limited,” “company” or an abbreviation of one of these words.
2. Find a Resident Agent in Maryland
To incorporate your small business in Maryland you need to have a resident agent. A resident agent acts as an agent for service of process and receives all legal and tax documents on behalf of your corporation. Your resident agent can be an adult resident of Maryland or a corporation, but your corporation cannot serve as its own resident agent.
3. File Articles of Incorporation with the Maryland Secretary of State
Minimum Requirements: The Articles of Incorporation that you file with the Secretary of State needs to include your corporate name, the purpose of your corporation, the address of your main office, the number of shares that your corporation is authorized to issue, the name and address of your resident agent, and the names of the directors and incorporators. The Articles of Incorporation needs to be signed by all the incorporators as well as the registered agent. You can download the form online at Maryland Corporation Set Up.
Other Maryland Legal Provisions: You should consider including additional legal provisions as part of your Articles of Incorporation. You should counsel with an attorney when you are preparing the Articles of Incorporation document to determine what additional legal provisions are appropriate for your company.
Where to Submit Form: You should submit your completed Articles of Incorporation document and payment to the State Department of Assessments and Taxation, Charter Division, 301 W. Preston Street; 8th Floor, Baltimore, MD 21201-2395.
Filing Fee: The fee to file Articles of Incorporation in Maryland is $120.00.
4. Create Other Maryland Incorporation Documents (Corporate Kits)
Once you have submitted your Articles of Incorporation document to the State Department of Assessments and Taxation, you should begin to take certain actions in your corporation. You should look into taking actions such as appointing officers and directors, adopting corporation bylaws, issuing stock certificates, obtaining a tax ID number, and acquiring a business license. You can find information about these kinds of actions online at File a Maryland Corporation.
When you are taking these actions, you should also think about creating other types of corporate documents such as buy-sell agreements, shareholders agreements that determine when stock can be sold, and documents that explain what will happen if an owner decides to leave the company. These types of documents can be especially useful if your corporation has multiple owners. You should counsel with an attorney when you are drafting these documents so that you are sure to be in compliance with all the legal requirements that apply to your corporation. You could also consult one of the various corporate service companies that can help you to prepare these types of documents for a fee.
5. Qualify Your Maryland Corporation to Do Business in Other States
You should realize that you will need to qualify your corporation to do business outside the state of Maryland if the main office of your corporation is located in another state. Most other states will require your corporation to qualify to do business in the state and will require you to pay taxes in your home state. You can read more about how to qualify your corporation to do business in other states at Doing Business in other states.
6. Make Annual Filings and Pay Annual Fees and Taxes in Maryland
If you have a corporation that is registered in the state of Maryland, you may need to make some periodic filings with the state. You should contact the State Department of Assessments and Taxation if you have any questions about what filings apply to your corporation.
You are also responsible for filing a corporate income tax return and paying Maryland state income taxes. You can learn more about the corporate income tax in Maryland online at Maryland Corporate Tax.
You should consult an accountant when you are preparing tax documents for your corporation. An accountant can assist you so that you avoid mistakes in the preparation of your tax documents. Mistakes in your tax forms can wind up costing you extra taxes.
There are complex decisions involved in the process of incorporating your small business, especially if your corporation has multiple owners. You should consult an attorney and an accountant during the process of incorporation so that you can feel more confident that your paperwork will be processed correctly.
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This site is for informational purposes only and does not constitute legal, financial or tax advise. The information on this site should not be relied upon as an official source of information and should be independently verified.
