How to File Maryland Articles of Incorporation


Steve Bennett
Steve Bennett
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File Maryland Articles of Incorporation

Incorporating a business is essential for entrepreneurs looking to establish their venture as a separate legal entity. By filing Articles of Incorporation, business owners in Maryland can enjoy myriad benefits, such as limited liability, tax advantages, and increased credibility. However, the incorporation process may seem daunting for many, especially those not well-versed in the legal intricacies of their state. This article is a comprehensive guide on how to file Maryland Articles of Incorporation, taking you through the necessary steps and requirements to establish your corporation successfully.

Whether you are a startup founder or a seasoned business owner, understanding the process of filing Articles of Incorporation in Maryland, popularly known as The Old Line State, is crucial for the seamless formation of your corporation. The following sections will outline the paperwork, fees, and registration procedures specific to Maryland, along with tips on navigating potential roadblocks and ensuring your application is approved. Let’s dive in and explore the ins and outs of incorporating your business in Maryland.

What is Articles of Incorporation in Maryland?

The Articles of Incorporation is a legal document required to file with the state government to legalize the creation of your corporation. In other words, filing these documents with the Maryland Secretary of State ensures the formation of the corporation in Maryland officially. The Articles of Incorporation is similar to filing the Maryland LLC Articles of Organization while filing an LLC in Maryland.

Maryland, also known as The Old Line State, has some rules when it comes to file the Articles of Incorporation. We shared the step-by-step process here to file the incorporation document with the Maryland SOS. Checking with the SOS is recommended for more information.

It is always wise to consult a legal professional before you file your company under the Maryland SOS. FIling process can be easy, but it is sensitive. If you miss anything, it can totally stope the filing process.

– LLCBuddy Editorial Team

How to File Maryland Articles of Incorporation

You can file the Articles of Incorporation in several ways based on the state you are willing to start your corporation. In Maryland, you can file it in three ways, online, by mail and in-person. The details are similar to the details you need when forming an LLC. Here are the details you must submit while filing the documents-

Step 1: Get the Form and Enter the Details

The first step is to get the Articles of Incorporation form from the Maryland Secretary of State. You will get both offline and online forms on the site, as available. You must pay the $120 for filing in person and by mail when submitting the form. Following are the details you must add to your incorporation form-

Name of the Entity

The first thing you need to do is submit your company’s name. Make sure to mention the exact name of the company that you decided on. Like the LLC naming guidelines, you must also follow the Maryland corporation naming requirements too. There are a few points to note when you name your company. They are,

  • You cannot have a name used by other companies or businesses.
  • You cannot have any name that is misleading or the same as government organizations.
  • Banks, Insurance, Insurer, or any such names cannot be used as they reflect the financial organization.
  • You must add terms like corporation, limited, company, incorporated, or incorporation. You can also add abbreviations like co., ltd., inc., and corp instead of the above terms.

Address of the Corporation

The next section of the form is to provide your main address. It is necessary to have a physical street address in Maryland. For those running an online business, you must provide any address in the state (including your home address) where you will receive all the business and legal documents and mail. While sharing your address, make sure not to use abbreviations, such as N.Y. for New York or L.A. for Los Angeles.

Maryland Resident Agent

The next point is to provide information about the Resident Agent. The Maryland Resident Agent is an individual or business entity that is responsible for receiving all the legal and official documents on behalf of the company. They must be aged above 18 years and have eligibility to conduct business in the state. The Resident Agent should be legit and experienced because, in case of any lawsuit, you need an expert to handle your issues. In most cases, the Resident Agent’s official address is the company’s official mailing address. If you form an LLC, hiring a registered agent is the most crucial step in the process.

Shares and Stocks

The next important information you must provide is about the stocks and shares. While filing the Articles of Incorporation, you must mention a minimum of one share. In Maryland, to start a corporation, you need at least One director(s) initially. When filing the incorporation documents, you must provide the share of directors in the corporation. It decides the ownership of the company.

If you amend Maryland Articles of Incorporation in the future, you will not be able to change the initial directors. You might need an additional form to change the initial directors’ details. You must check with the Maryland SOS while filing the Articles of Incorporation amendment.

Additional Documents

You might need additional documents to submit along with the incorporation documents. In Maryland, you can attach a cover letter with the documents as an additional document. if you are willing to start a foreign corporation in Maryland, then you must add one document along with the Articles of Incorporation. Foreign corporations in Maryland must submit the Maryland Certificate of Status along with the incorporation documents.

Signature

Finally, the signature of the directors and shareholders are required on the form. You can have more than one share and director. All your initial directors must submit their official signature while filing the corporation in Maryland. Get their signatures to file the Articles of Incorporation.

Step 2: Submit the Articles of Incorporation in Maryland

Once you are done filling up the form, now it is time for you to submit it. The form can be submitted in three ways, online, by mail and in-person. Checking with a legal professional or a formation service while filing your corporation is recommended. It is sensitive, and one mistake can stop the entire filing process immediately.

  • Online filing: Get the online form from Secretary of State, fill it up, and submit. Don’t refresh the page during the process. It will erase everything.
  • Offline filing: Send the form by mail to CoState Department of Assessments and Taxation, Charter Division 301 W. Preston Street; 8th Floor, Baltimore, MD 21201-2395

Cost of Filing the Articles of Incorporation in Maryland

The cost of filing the Articles of Incorporation in Maryland is an important aspect to consider when starting a new business. This one-time fee is necessary for officially registering your corporation with the Secretary of State and can vary depending on the specific requirements and regulations of Maryland. In some cases, additional fees may be required for expedited processing or other optional services. It is crucial for entrepreneurs to budget for this expense and research the specific costs associated with their Maryland in order to ensure a smooth and successful incorporation process. To file the Articles of Incorporation in Maryland, you must pay a filing fee. The filing fee is $120 for filing in person and by mail.

FAQs

What is the purpose of filing Maryland Articles of Incorporation?
The purpose of filing Maryland Articles of Incorporation is to legally create a corporation in the state of Maryland.
What information is required in Maryland Articles of Incorporation?
Maryland Articles of Incorporation must include the name of the corporation, the purpose of the corporation, the address of the corporation’s registered office, the name and address of the registered agent, the number of authorized shares of stock, and the names and addresses of the initial directors.
Who is eligible to file Maryland Articles of Incorporation?
Any individual, partnership, or corporation may file Maryland Articles of Incorporation.
Where do I file Maryland Articles of Incorporation?
Maryland Articles of Incorporation must be filed with the Maryland Department of Assessments and Taxation.
How much does it cost to file Maryland Articles of Incorporation?
The fee for filing Maryland Articles of Incorporation is $100.
How long does it take to process Maryland Articles of Incorporation?
It typically takes five to seven business days for the Maryland Department of Assessments and Taxation to process Maryland Articles of Incorporation.
What documents must be included with Maryland Articles of Incorporation?
Maryland Articles of Incorporation must include a signed and notarized Statement of Consent of Incorporator.
Is there a minimum capital requirement to incorporate in Maryland?
No, there is no minimum capital requirement to incorporate in Maryland.
How many directors are required to form a corporation in Maryland?
A corporation in Maryland must have at least one director.
What is the filing requirement for an annual report in Maryland?
Maryland corporations must file an annual report with the Maryland Department of Assessments and Taxation.
How often must a corporation in Maryland hold board meetings?
A corporation in Maryland must hold board meetings at least once a year.
What is the process for amending Maryland Articles of Incorporation?
Maryland Articles of Incorporation may be amended by filing an Amendment of Articles of Incorporation with the Maryland Department of Assessments and Taxation.
What is the process for dissolving a corporation in Maryland?
A corporation in Maryland may be dissolved by filing Articles of Dissolution with the Maryland Department of Assessments and Taxation.
What is the liability of directors and officers of a corporation in Maryland?
Directors and officers of a corporation in Maryland are not liable for the debts and liabilities of the corporation, unless they personally participated in the conduct of the business.
What are the requirements for a corporate name in Maryland?
A corporate name in Maryland must be distinguishable from other businesses on the records of the Maryland Department of Assessments and Taxation, must not include certain restricted words, and must be accompanied by a corporate designation such as “corporation,” “incorporated,” or “limited.”
What tax forms does a corporation in Maryland need to file?
A corporation in Maryland must file federal and state tax returns and pay any applicable taxes.
What are the requirements for holding an annual shareholder meeting in Maryland?
A corporation in Maryland must hold an annual meeting of shareholders at least once a year, and must give shareholders at least 10 days’ notice of the meeting.
How are corporate records maintained in Maryland?
Corporate records in Maryland must be maintained at the corporation’s principal office or at another location that is designated in the corporation’s bylaws.
What is the process for issuing shares of stock in Maryland?
Shares of stock in Maryland may be issued by filing a Certificate of Stock with the Maryland Department of Assessments and Taxation.
What is the process for changing the registered agent in Maryland?
The registered agent in Maryland may be changed by filing a Statement of Change of Registered Agent with the Maryland Department of Assessments and Taxation.
How do I obtain a certificate of good standing in Maryland?
A certificate of good standing in Maryland may be obtained by filing a Certificate of Existence with the Maryland Department of Assessments and Taxation.
What is the process for changing the principal office address in Maryland?
The principal office address of a corporation in Maryland may be changed by filing a Statement of Change of Address with the Maryland Department of Assessments and Taxation.
What is the process for changing the name of a corporation in Maryland?
The name of a corporation in Maryland may be changed by filing an Amendment of Articles of Incorporation with the Maryland Department of Assessments and Taxation.
What is the process for appointing a new director in Maryland?
A new director may be appointed in Maryland by filing a Statement of Change of Officers with the Maryland Department of Assessments and Taxation.
What is the process for merging corporations in Maryland?
Corporations in Maryland may be merged by filing a Certificate of Merger with the Maryland Department of Assessments and Taxation.
What is the process for converting a corporation in Maryland to a limited liability company (LLC)?
A corporation in Maryland may be converted to a limited liability company (LLC) by filing a Certificate of Conversion with the Maryland Department of Assessments and Taxation.
What is the process for issuing stock certificates in Maryland?
Stock certificates in Maryland may be issued by filing a Certificate of Stock with the Maryland Department of Assessments and Taxation.
What is the process for a foreign corporation to register to do business in Maryland?
A foreign corporation may register to do business in Maryland by filing an Application for Certificate of Authority with the Maryland Department of Assessments and Taxation.
What is the process for reinstating a corporation in Maryland?
A corporation in Maryland may be reinstated by filing a Certificate of Reinstatement with the Maryland Department of Assessments and Taxation.
What is the process for appointing a new registered agent in Maryland?
A new registered agent in Maryland may be appointed by filing a Statement of Change of Registered Agent with the Maryland Department of Assessments and Taxation.
What is the process for renewing a corporation in Maryland?
A corporation in Maryland may be renewed by filing an Annual Report with the Maryland Department of Assessments and Taxation.
What is the process for dissolving a foreign corporation in Maryland?
A foreign corporation in Maryland may be dissolved by filing Articles of Dissolution with the Maryland Department of Assessments and Taxation.
What is the process for changing the registered office address in Maryland?
The registered office address in Maryland may be changed by filing a Statement of Change of Address with the Maryland Department of Assessments and Taxation.
What is the process for appointing a new officer in Maryland?
A new officer may be appointed in Maryland by filing a Statement of Change of Officers with the Maryland Department of Assessments and Taxation.

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Why Maryland Articles of Incorporation is So Important

At its core, the Articles of Incorporation serve as a formal declaration of the establishment of a corporation or limited liability company (LLC) in Maryland. By filing this document, a business formally enters into existence as a separate legal entity that is distinct from its owners. This distinction is crucial as it provides the owners with protection from personal liability for the debts and obligations of the business. In other words, in the event of a lawsuit or bankruptcy, the owners’ personal assets are shielded from being used to satisfy the business’s debts.

Furthermore, the Articles of Incorporation outline key information about the business, such as its name, address, purpose, registered agent, and the number and type of shares issued (in the case of a corporation). This information is critical for establishing the legal identity of the business and ensuring compliance with state regulations.

In addition to providing legal protections and establishing the identity of the business, the Articles of Incorporation also play a key role in the operation and management of the company. For example, the document may include provisions regarding the governance and decision-making process of the business, such as the powers of the directors, the rights of shareholders, and the procedures for holding meetings and voting on important matters.

Moreover, the Articles of Incorporation often serve as a roadmap for the future growth and success of the business. By clearly laying out the business’s purpose, structure, and ownership, the document provides a framework for guiding the company’s operations and decision-making, helping to prevent disputes and confusion among owners and stakeholders.

Additionally, the Articles of Incorporation are essential for establishing the business’s legal and tax status. For example, by filing the document, the business obtains a separate Taxpayer Identification Number (TIN) from the IRS, enabling it to pay taxes, open bank accounts, and conduct financial transactions in its own name.

Overall, the Articles of Incorporation are not just a formality or a legal requirement; they are a foundational document that sets the stage for the successful operation and growth of a business in Maryland. By carefully drafting and filing this document, entrepreneurs can protect their personal assets, establish the legal identity of their business, and create a solid framework for decision-making and governance. In short, the Articles of Incorporation are an essential tool for any business looking to establish a strong legal and operational foundation in the state of Maryland.

Conclusion

In conclusion, the process of filing Maryland Articles of Incorporation is a crucial step for businesses looking to establish their presence in the state. This legal document serves as the foundation of the company’s structure and outlines essential information, such as the company’s name, purpose, and management team. To ensure a smooth and successful filing process, it is vital for business owners to familiarize themselves with the State of Maryland’s requirements, adhere to the applicable laws and regulations, and provide accurate and complete information in the Articles of Incorporation.

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