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 corporate name that includes a required designator such as 'Corporation,' 'Incorporated,' 'Corp.,' or 'Inc.' Search the Maryland Business Express name database to confirm 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.
15 minutes
Draft and File Articles of Incorporation
Prepare Articles of Incorporation including the corporate name, purpose, registered agent information, total authorized shares, and the name and address of each incorporator, then file with the Maryland State Department of Assessments and Taxation (SDAT) online via Maryland Business Express or by mail.
1-2 hours
Pay the Filing Fee
Submit the applicable filing fee based on the number of authorized shares or aggregate par value of stock; the minimum fee is $100. Select expedited processing if faster turnaround is needed for an additional fee.
10 minutes
What's Next After Filing
Once your Corporation is officially formed, you'll want to complete these important steps:
- •Adopt Bylaws and Elect Directors/Officers — Hold an organizational meeting of incorporators to adopt corporate bylaws, elect the initial board of directors, appoint officers (President, Secretary, Treasurer), and authorize the issuance of stock. Bylaws are not filed with the state but must be maintained at the principal office.
- •Obtain an EIN and Open a Business Bank Account — Apply for a federal Employer Identification Number (EIN) from the IRS at no cost, which is required for tax filings, hiring employees, and opening a dedicated corporate bank account to maintain the corporate veil.
- •Register for Maryland State Taxes and Licenses — Register with the Maryland Comptroller's office for applicable state taxes (income tax withholding, sales tax, etc.) and obtain any required local or state business licenses through Maryland's One Stop portal before commencing business operations.
Advantages
- ✓Limited liability protection fully shields shareholders' personal assets from corporate debts and legal judgments
- ✓Ability to issue multiple classes of stock makes it easier to attract venture capital and institutional investors
- ✓Perpetual existence means the corporation continues regardless of ownership or management changes
- ✓S-Corp election available for pass-through taxation to avoid double taxation for qualifying small corporations
- ✓Maryland's established corporate law and Business Judgment Rule provide strong legal framework and predictability for governance
Considerations
- •Potential for double taxation at the C-Corp level — profits taxed at the corporate rate (8.25% Maryland + 21% federal) and again when distributed as dividends to shareholders
- •More complex and costly administrative requirements than LLCs, including mandatory bylaws, board meetings, minutes, and stock recordkeeping
- •Higher annual report fee ($300) compared to Maryland LLCs ($300 for LLCs as well, but corporate formalities add indirect costs)
- •S-Corp election imposes strict IRS restrictions including a 100-shareholder limit, one class of stock requirement, and U.S. citizen/resident shareholder requirement
Annual Obligations
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