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Form a corporation in Maryland.

$49 + State Fee & 1st Year FREE Registered Agent

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Choosing a Corporation Name

The name of your new Maryland corporation is very important-it’s one of the first official acts of your business organization, and it’s how people first meet your company.

Your company’s name must be able to be told apart from any other registered or reserved Maryland business entity. It must also contain one or more of the following words (or an abbreviation thereof): “Incorporated,” “Corporation,” “Company” (but this must not follow the word “and” or a symbol for “and”), or “Limited.”

Your corporation’s name also is not allowed to include language that states or gives the impression that the corporation is organized for any purpose other than one permitted by state law and its articles of incorporation.

You can reserve an available name for 30 days for a $7 fee.

Articles of Incorporation

After choosing a name, the next step for your new Maryland corporation is filing articles of incorporation, along with a minimum filing fee of $120. The articles must be delivered to the state secretary of state’s office by at least one of the incorporators, all of whom must be adult individuals of at least 18 years age. Their duties are to sign, verify, and deliver in duplicate those articles of incorporation to the secretary of state. The articles must include:

  • Name and address of each incorporator
  • Corporate purpose, or a statement that the corporation may engage in any lawful activity
  • Number of directors authorized
  • Names of all initial directors
  • Total number of shares, itemized by class and par value (if designated), that the corporation is authorized to issue
  • If par value is used, the aggregate par value of all the shares
  • Any preferences, conversions, or other share rights
  • Name and address of the corporation’s resident agent (must also sign the articles)
  • Address of the principal corporate office in Maryland

Maryland also allows other, optional provisions to be included in the articles of incorporation, such as:

  • Transferability of stock
  • Division of directors into classes and the term of office for each class
  • Establishment and terms of cumulative voting in the election of directors for the purpose of minority representation
  • Regulating the powers of the corporation, its board of directors, and shareholders
  • Limiting director and officer liability to the corporation in certain situations

You can authorize shares of stock either with or without a stated par value. The most common practice is to issue shares without par value. Maryland imposes a stock fee that depends on the number of shares you authorize in your articles. You can authorize up to 5,000 shares without par value or a number of par value shares whose total par value equals $100,000 for the minimum filing fee of $120 ($100 recording fee plus a $20 minimum stock fee). Authorizing 100,000 shares with a stated par value of $1 or 1,000,000 shares with a stated par value of $.10 both result in an aggregate par value of $100,000, and therefore qualifies your corporation for the minimum $120 filing fee. Most incorporators authorize one class of common shares with equal voting, dividend, and liquidation rights, and no special restrictions.

Registered Agent and Office

Maryland corporations must each have a registered, in-state agent. The registered agent is the person or business entity designated to receive official state correspondence, including notice if the corporation is “served” with a lawsuit.

Likewise, the state requires that all corporations maintain a registered, in-state office that may be its primary place of business. The registered agent must maintain a business office identical to the registered office, and must be either an individual person living in Maryland or a corporation authorized to conduct business in the “Old Line” State.

Bylaws

Bylaws lay out a corporation’s basic managerial and legal operating principles. The corporation must keep a copy at its principal executive office, but is not required to file them with the state. Nonetheless, they are a critically important document for the corporation.

At its initial meeting, the board of directors should adopt corporate bylaws, and then keep them updated as time goes on. The corporation’s board of directors can make, alter, amend, or repeal those bylaws, unless the articles of incorporation reserve this right to the shareholders. Bylaws normally address:

  • Shareholders’ and directors’ meetings
  • The authority, number, and tenure of directors
  • Voting procedures
  • The duties, responsibilities, and tenure of officers
  • How stock is issued
  • How and when annual financial information is provided to shareholders

Directors

Officers must be listed in the bylaws or elected by the board of directors. A Maryland corporation must have at least a president, a secretary, and a treasurer. Unless the bylaws specify otherwise, officers serve one-year terms and until a successor is elected and qualifies.

So long as the bylaws permit it, state law allows a person to hold more than one office in a corporation, but they may not serve simultaneously as both president and vice president of the same corporation. A person may hold more than one office in the same corporation, but they may not act in more than one capacity to execute, acknowledge, or verify a document that requires that action by more than one officer.

Requiment Reports

An annual report, accompanied by a $300 fee, must be filed with the Maryland State Department of Assessments and Taxation each year with the corporate business personal property return.

State law also requires the president (or another officer specified in the bylaws) to furnish an annual statement of affairs report to the shareholders, which must include the corporation’s balance sheet and financial statement of operations. This report must be submitted at each annual stockholders’ meeting and filed at the principal office within 120 days after the end of the fiscal year.

Taxes

Maryland’s corporate tax structure consists of a flat rate of 8.25 percent based on federal taxable income after state modifications. Among states that have corporate income taxes, Maryland’s rate ranks 16th highest nationally.

Learn more about incorporating in Maryland

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silver

$49

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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$149

+ $218 (state fee)

everything from silver+

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EIN / Tax ID Number Providing an EIN is required to open a
business bank account and is required to
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Personalized Operating Agreement Includes most common provisions to protect members from liability

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$299

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Expedited Filing Expedited processing speeds the turn- around time for your order.

Customized LLC Kit Personalized slip binder and embossed seal with your company name and date of fomation.

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Commonly Asked Questions For Starting a Maryland Corporation

How is a Corporation Taxed?
Unlike many other business entities in which the profits pass through to the owners' personal tax return (e.g. LLCs, S Corporations, etc.), the C Corporation is a completely separate taxable entity. The C Corporation pays federal taxes on the net profits (after all expenses, including salaries and bonuses) of the business by filing the 1120 form with the IRS. The after tax profits can be paid out to the owners (shareholders) in the form of dividends, or retained for reinvestment of the business. The first $50,000 of net income is only federally taxed at 15% rate, and the next $25,000 is taxed at a 25% rate. Different states have different rules on how they tax corporations.
What is the Management Structure of an Corporation?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-U.S. Residents Allowed to Own a Corporation or LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an Corporation with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an Corporation?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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