Maryland Articles of Dissolution

Introduction

Key Things to Know

1. 1

   Maryland Articles of Dissolution are the filing that ends the existence of a domestic for-profit stock corporation with the State Department of Assessments and Taxation. The name matches the slug here, and the SDAT form carries no number, only the revision stamp Rev. 4/2025. A Maryland LLC files Articles of Cancellation instead.

2. 2

   No tax clearance certificate and no revenue-department consent is attached to the filing. SDAT enforces a status condition instead, because SDAT is both the filing office and the tax-assessment agency. The form header reads that the corporation must be active and not pending forfeiture, and the state's own closing checklist says a corporation must be in Good Standing before it can be closed.

3. 3

   The clearance paper that Maryland does issue belongs to a different filing. SDAT's Good Standing Checklist directs a corporation whose charter has already been forfeited to obtain a county Tax Clearance Certificate and, where there is a hold, a Comptroller or Department of Labor Clearance Letter, and to attach them to Articles of Revival. Dissolution asks for neither.

4. 4

   Notice is mandatory and it reaches further than creditors. Corporations and Associations Article Section 3-404 requires the corporation to mail notice of the approved dissolution to all known creditors at their recorded addresses and to its employees, at either their home or business addresses, not less than 20 days before filing. Section 3-406(a)(6) then makes the articles recite the mailing date, or state that there are no known creditors.

5. 5

   There is no filing fee. Section 1-203(b)(14) removes the processing fee for a dissolution filing, and SDAT's published fee schedule gives Articles of Dissolution its own row reading $0. Speed is the only charge: $50 for expedited review in 7 to 10 business days, $425 for same-day paper review through the Baltimore dropbox, or $325 for same-day online review, plus a 3 percent service fee on Maryland Business Express payments.

6. 6

   Approval takes a supermajority. A majority of the entire board must adopt a resolution declaring dissolution advisable and send it to a stockholders meeting, and the stockholders must approve by two thirds of all the votes entitled to be cast (Section 3-403). A charter may lower that figure but not below a majority of all votes entitled to be cast (Section 2-104(b)(5)). Before any stock is outstanding or subscribed for, a majority of the incorporators or of the entire board approves instead (Section 3-402).

7. 7

   Dissolving does not close the book. The corporation is dissolved when SDAT accepts the articles, or on a stated date up to 30 days later, and then continues to exist for winding up with no number of years attached (Section 3-408). Maryland sets no claims-filing deadline and no survival cap, and Section 3-419(a) provides that dissolution does not relieve stockholders, directors, or officers from any obligation or liability imposed on them by law.

Maryland Requirements for Articles of Dissolution

• Active and Not Pending Forfeiture When You File

  No clearance certificate is attached to a Maryland dissolution, because the filing office and the tax-assessment agency are the same body. SDAT enforces a status instead: the Articles of Dissolution form header reads that the corporation must be active and not pending forfeiture, and the state's Closing a Business Checklist says a corporation must be in Good Standing before it can be closed.

• Annual Report and Personal Property Return Current

  Good standing turns mostly on two SDAT filings. The Annual Report is due on or before April 15 each year under Tax - Property Article Section 11-101(a), and a Business Personal Property Return is required unless statewide personal property cost less than $20,000 in total original cost (Section 7-245). Each missing Annual Report year costs $300 under Corporations and Associations Article Section 1-203(b)(3)(ii), and an unfiled report feeds the Section 3-503(c) forfeiture list.

• Twenty Day Notice to Known Creditors and to Employees

  Corporations and Associations Article Section 3-404 requires notice that dissolution has been approved to be mailed to all known creditors at their recorded addresses and to the corporation's employees, at either their home or business addresses, not less than 20 days before the articles are filed. Section 3-407(a)(1) permits filing only after the 19th day following the mailing, and Section 3-406(a)(6) makes the articles recite the mailing date or state that there are no known creditors.

• No Filing Fee, With Paid Options for Speed

  Corporations and Associations Article Section 1-203(b)(14) provides that there is no processing fee for documents filed to dissolve, cancel, or terminate an entity, and SDAT's fee schedule lists Articles of Dissolution at $0 against $100 rows for incorporation, amendment and revival. Expedited review in 7 to 10 business days costs $50, same-day paper review $425, same-day online review $325, and Maryland Business Express adds a 3 percent service fee.

• Two Thirds of All Votes Entitled to Be Cast

  A majority of the entire board must adopt a resolution declaring dissolution advisable and direct it to an annual or special stockholders meeting, with notice stating that purpose, and the stockholders must then approve by two thirds of all the votes entitled to be cast (Corporations and Associations Article Section 3-403). A charter may set a lower proportion under Section 2-104(b)(5) but not below a majority of all votes entitled to be cast. With no stock outstanding or subscribed for, Section 3-402 substitutes the incorporators or the board.

• Two Officer Signatures Plus Resident Agent Consent

  Corporations and Associations Article Section 1-301(a) requires the articles to be signed by a chairman, chief executive, chief operating or chief financial officer, president or vice president, and separately witnessed or attested by a secretary, treasurer, chief financial officer or assistant. SDAT will not take one person on both lines unless the entity is a close or professional service corporation. The resident agent must also sign a consent to serve, and no notarization is needed because Section 1-302 lets a penalties-for-perjury statement stand in for an acknowledgment.

• Effective Date, Then an Open Ended Wind Up

  The corporation is dissolved on the later of SDAT accepting the articles or a date stated in them not more than 30 days after acceptance, and then continues to exist for winding up with no number of years attached (Corporations and Associations Article Section 3-408). Maryland sets no claims-filing window and no survival cap, Section 3-419(a) keeps stockholder, director and officer obligations alive, and Section 3-411(a) lets a creditor petition a court of equity to take over the liquidation.

• County Tax Clearance Belongs to Revival, Not Dissolution

  Maryland does issue clearance paper, and it is easy to attach it to the wrong filing. SDAT's Good Standing Checklist directs a corporation whose charter is already forfeited to obtain a Tax Clearance Certificate from its county finance office and, where a hold exists, a Clearance Letter from the Comptroller or the Department of Labor, and to attach them to Articles of Revival, which cost $100. Articles of Dissolution require neither, and a forfeited corporation must revive before it can dissolve.