Maryland Articles of Incorporation
Maryland articles of incorporation form a corporation by filing with SDAT for a 120 dollar minimum fee, setting the name, resident agent, and stock. Attorney review available.
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Introduction
Maryland is unusual in routing incorporation not through a Secretary of State but through the State Department of Assessments and Taxation (SDAT), where filing the Articles of Incorporation for a Stock Corporation creates the corporation as a separate legal entity. Filing brings the corporation into existence so it can own property, sign contracts, and give its owners limited liability for the corporation debts. Maryland law requires the articles to set forth the corporation name, the purpose, the address of the principal office in Maryland, the name and address of the resident agent, the number and par value of authorized shares, and the number and names of the initial directors (Md. Code, Corporations and Associations, section 2-104). The minimum fee is 120 dollars, a 100 dollar filing fee plus a 20 dollar organization and capitalization fee, when the aggregate par value of stock is not over 100,000 dollars. The corporation must maintain a resident agent with a physical Maryland street address (section 2-108). After the corporation is formed, Maryland charges no general corporation franchise tax; it levies a corporate income tax instead. Every corporation must file an Annual Report (Form 1) with SDAT by April 15 each year, with a 300 dollar fee for a stock corporation. DocDraft builds your Maryland articles of incorporation from your facts, with attorney review available before you file. The annual report and tax figures come from two agreeing grounded sources and should be re-confirmed against SDAT before filing.
Key Things to Know
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Maryland files incorporations through the State Department of Assessments and Taxation (SDAT) rather than a Secretary of State, and filing the Articles of Incorporation for a Stock Corporation there creates the corporation as a separate legal entity.
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You file the articles with the Maryland State Department of Assessments and Taxation (SDAT). The minimum fee is 120 dollars, a 100 dollar filing fee plus a 20 dollar organization and capitalization fee, when the aggregate par value of stock is not over 100,000 dollars.
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Maryland requires the articles to set forth the corporation name, the purpose, the principal office address in Maryland, the resident agent name and address, the number and par value of authorized shares, and the number and names of the initial directors (Md. Code, Corporations and Associations, section 2-104).
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The corporation must maintain a resident agent with a physical Maryland street address, not a post office box; the agent receives service of process and official documents (Md. Code, Corporations and Associations, section 2-108).
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After formation, Maryland charges no general corporation franchise tax on ordinary business corporations; it levies a corporate income tax instead, and specific franchise taxes apply only to public service companies and financial institutions.
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Every Maryland corporation must file an Annual Report (Form 1) with SDAT by April 15 each year, with a 300 dollar fee for a stock corporation. Missing it can lead to forfeiture of the right to do business in the state.
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Articles of incorporation form a corporation. To form a Maryland limited liability company you file articles of organization instead, and corporate bylaws are a separate internal document the corporation keeps rather than files.
Key decisions before you file
Before you file a Articles of Incorporation in Maryland, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
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Maryland Requirements for Articles of Incorporation
File the Articles With SDAT
A Maryland stock corporation is formed by filing the Articles of Incorporation for a Stock Corporation with the Maryland State Department of Assessments and Taxation (SDAT). The minimum fee is 120 dollars, a 100 dollar filing fee plus a 20 dollar organization and capitalization fee when the aggregate par value of stock is not over 100,000 dollars. The corporation legally exists once SDAT files the articles.
Corporate Name With a Designator
The corporation name in the articles must include a designator such as Corporation, Incorporated, or Limited or an abbreviation, and must be distinguishable from other entities on file with SDAT (Md. Code, Corporations and Associations, section 2-104).
Purpose and Principal Office
The articles must state the purpose for which the corporation is formed and the address of the principal office in Maryland (Md. Code, Corporations and Associations, section 2-104).
Resident Agent With a Maryland Address
The articles must name a resident agent with a physical Maryland street address, not a post office box. The resident agent accepts service of process and official documents for the corporation (Md. Code, Corporations and Associations, section 2-108).
Authorized Shares and Par Value
The articles must state the total number of shares of stock the corporation is authorized to issue and the par value of the shares, or a statement that they are without par value. The aggregate par value affects the organization and capitalization fee (Md. Code, Corporations and Associations, section 2-104).
Number and Names of Initial Directors
The articles must state the number of initial directors and the names of the individuals who will serve as the initial directors of the corporation (Md. Code, Corporations and Associations, section 2-104).
File the Annual Report by April 15
Every Maryland corporation must file an Annual Report (Form 1) with SDAT by April 15 each year, with a 300 dollar fee for a stock corporation. Missing it can lead to forfeiture of the right to do business. Maryland charges no general corporation franchise tax; it levies a corporate income tax instead.
Corporation Versus LLC
Articles of incorporation form a corporation. To form a Maryland limited liability company you file articles of organization instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.