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
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.
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).
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).
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).
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).
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).
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.
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.
Frequently Asked Questions
In Maryland, articles of incorporation are the founding document you file with the State Department of Assessments and Taxation (SDAT) to create a corporation. Filing them makes the corporation a separate legal entity that can own property, sign contracts, and shield its owners from personal liability for the corporation debts. A stock corporation is formed by filing the Articles of Incorporation for a Stock Corporation, which sets out the corporation name, purpose, resident agent, authorized stock, and initial directors (Md. Code, Corporations and Associations, section 2-104).
In Maryland, articles of incorporation create a corporation, which has stockholders, directors, and shares of stock. Articles of organization create a limited liability company (LLC), which has members instead of stockholders and issues no stock. Both are filed with the Maryland State Department of Assessments and Taxation and both form a separate legal entity, but they create different kinds of entities under different parts of Maryland law. Choose the one that matches the entity you want.
You file the Articles of Incorporation for a Stock Corporation with the Maryland State Department of Assessments and Taxation (SDAT), online through Maryland Business Express or by mail. 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 organization and capitalization fee is higher above that threshold. Once SDAT accepts the articles, the corporation legally exists in Maryland.
Maryland requires the articles to set forth the corporation name with a designator such as Corporation, Incorporated, or Limited; the purpose for which the corporation is formed; the address of the principal office in Maryland; the name and address of the resident agent; the total number of authorized shares and their par value, or a statement that they are without par value; and the number and names of the initial directors (Md. Code, Corporations and Associations, section 2-104).
Every Maryland corporation must have a resident agent with a physical Maryland street address, not a post office box (Md. Code, Corporations and Associations, section 2-108). The resident agent can be an adult who lives in Maryland or a Maryland corporation authorized to act as an agent, and must agree to accept service of process and official documents on the corporation behalf. Maryland records the resident agent as part of the articles.
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 certain industries such as public service companies and financial institutions. A new Maryland business corporation should plan for the corporate income tax and the annual SDAT report. This is general information, not tax advice; confirm your obligations with the Comptroller of Maryland.
Every Maryland corporation must file an Annual Report (Form 1) with the State Department of Assessments and Taxation by April 15 each year, with a 300 dollar fee for a stock corporation. Corporations that own or use business personal property also file a personal property return with the report. Filing on time keeps the corporation in good standing; missing it can lead to forfeiture of the right to do business in Maryland.
In Maryland, articles of incorporation are the short public document you file with SDAT to create the corporation. Bylaws are a longer internal document the corporation adopts and keeps in its own records, not filed with the state, setting the rules for how the corporation is run, such as how directors are elected and how meetings are held. You need the Maryland articles to exist as a corporation and the bylaws to govern it day to day.