Form a Corporation in Maryland
Everything you need to know about forming a Corporation in Maryland. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose a Corporate Name
Select a unique name that includes a required designator such as 'Corporation,' 'Incorporated,' 'Company,' 'Limited,' or an abbreviation thereof. Search the Maryland Business Entity Search to confirm name availability before filing.
30 minutes
Appoint a Registered Agent
Designate a registered agent with a physical street address in Maryland (P.O. boxes are not acceptable) who is available during normal business hours to receive legal and official documents on behalf of the corporation. This can be an individual Maryland resident or a registered commercial agent service.
1-2 hours
File Articles of Incorporation
Prepare and file Articles of Incorporation with the Maryland State Department of Assessments and Taxation (SDAT). The document must include the corporate name, purpose, registered agent information, authorized stock structure, and incorporator details.
1-2 hours
Pay Filing Fees
Submit the required filing fee of $120 (minimum for up to 5,000 shares) along with your Articles of Incorporation. Fees increase based on the number and par value of authorized shares; additional stock authorization fees may apply.
15 minutes
What's Next After Filing
Once your Corporation is officially formed, you'll want to complete these important steps:
- •Adopt Corporate Bylaws — Draft and adopt internal bylaws that govern the corporation's management structure, board of directors responsibilities, officer roles, meeting procedures, and shareholder rights. Although not filed with the state, bylaws are a legal requirement for Maryland corporations.
- •Hold Organizational Meeting & Issue Stock — Conduct the initial organizational meeting of the Board of Directors to formally adopt the bylaws, elect officers, authorize the issuance of shares of stock, and address other organizational matters. Document the meeting with formal minutes.
- •Obtain EIN and Register for State Taxes — Apply for a Federal Employer Identification Number (EIN) from the IRS at no cost. Register with the Maryland Comptroller for applicable state taxes, including corporate income tax and employer withholding if the corporation has employees.
Advantages
- ✓Provides strong limited liability protection, shielding shareholders' personal assets from corporate debts and legal judgments
- ✓Ability to raise capital through the sale of stock, making it easier to attract investors and venture capital
- ✓Corporations can elect S-Corp status with the IRS to avoid double taxation and allow pass-through income to shareholders
- ✓Well-established legal structure with a long history of case law in Maryland, providing predictability for governance and dispute resolution
- ✓Perpetual existence — the corporation continues regardless of changes in ownership or the death of shareholders
Considerations
- •C-Corporations are subject to double taxation — profits are taxed at the corporate level and again when distributed as dividends to shareholders
- •More complex and costly to form and maintain than an LLC, requiring bylaws, formal meetings, minutes, and strict recordkeeping
- •Higher annual report fee ($300) compared to other entity types in Maryland, and ongoing administrative burden is significant
Annual Obligations
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