Find the information you need to incorporate your business in Maryland. Get information about the forms, registration requirements, fees, and naming requirements for starting a corporation.
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by Jane Haskins, Esq.
Jane has written hundreds of articles aimed at educating the public about the legal system, especially the legal aspe...
Updated on: November 28, 2023 · 4 min read
A corporation offers liability protection, which protects its owners’ personal assets from the corporation’s financial obligations. In addition, a corporation can help protect the owners from liability if an employee is sued. There may also be tax and investor benefits to forming a corporation.
A corporation exists as soon as you file articles of incorporation with the Maryland Division of Assessments and Taxation and pay a fee. The articles may contain many provisions, but they must contain the following:
A corporation can have different types of stock, called classes or series. These types of stocks can have different advantages, for example, one can offer voting rights while another may not.
Regarding stock structure, your articles of incorporation must include the following information:
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Before filing your articles of incorporation, you should check the availability of your proposed corporation name. You can do this by searching the Department of Assessments and Taxation records online or by using an online entity name check service.
You can reserve a corporate name for 30 days by submitting an application to the Department of Assessments and Taxation.
Your corporation’s name must meet the following requirements:
An incorporator is responsible for signing and filing articles of incorporation with the Department of Assessments and Taxation. The incorporators’ responsibilities end when the articles of incorporation have been filed.
When specifying incorporators, you must meet the following requirements:
Corporate directors oversee the management of the corporation and set corporate policies and strategies. Directors owe the corporation and its shareholders a duty to put corporate interests ahead of their own and to manage the company diligently and prudently.
Although a corporation must have at least one director, Maryland law does not specify a maximum number of directors. The articles of incorporation or bylaws may establish eligibility requirements for directors.
A registered agent, also called a resident agent, is the person or entity that will receive legal documents on behalf of the corporation.
The following requirements apply when specifying a registered agent for your corporation in Maryland:
A registered agent must be either a resident of Maryland who is over 18 years old or a Maryland corporation. A corporation cannot be its own registered agent.
In most instances, you can state your corporation’s purpose in general terms, which provides you with flexibility if your primary business purpose changes in the future. Maryland allows corporations to use the following wording: “The corporation may be engaged in any lawful business or activity.”
A corporation’s bylaws describe its structure, rules, and operating procedures. They can include provisions for regulating and managing the corporation’s affairs and usually specify such matters as the terms of directors, numbers, and duties of officers, and the manner in which shareholders’ meetings are conducted. Bylaws are not filed with the state.
You must adhere to the following requirements when determining your corporation’s bylaws:
The Maryland Department of Assessments and Taxation requires a fee for filing articles of incorporation. This fee varies depending on the number of shares of stock. Reserving a name also incurs a fee. Corporations are also required to pay state and federal income taxes.
LegalZoom can help you start a corporation in Maryland in three easy steps. LegalZoom offers corporate formation and filing services, including providing a registered agent in Maryland.
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