Maryland Corporate Formation Guidelines
The corporate name must contain “Corporation," "Incorporated," "Limited"; or the abbreviation “Corp.,” “Inc.,” or “Ltd.,” or "Company," or “Co.” if not preceded by the word "and" or a symbol for it. A corporate name found to be available may be reserved with the State Department of Assessment and Taxation for a 30 day period for a state filing fee of $25.
It is acceptable to state either alone or with a specific purpose clause, “The purposes for which the corporation is organized shall be to transact any and all lawful business for which corporations may be incorporated pursuant to the provisions of the Maryland Business Corporation Law.”
Authorized Shares and Minimum Paid in Capital
The maximum authorized shares for the minimum organizational fee is $100,000 of par value shares or 5000 no-par shares. There is no minimum amount of paid in capital required to commence business.
Resident Agent and Office
The corporation must maintain a registered agent and office to receive service of process in Maryland.
Directors and Incorporator
The minimum number of directors is three (3), unless there are fewer than three (3) shareholders, then the number of directors may equal to but no less than the number of shareholders. The minimum number of incorporators is one (a person of at least 18 years of age) and there is no requirement that the incorporator be a resident of Maryland.
Limitation of Directors’ Personal Liability
The Articles of Incorporation may contain, within the limitations prescribed by the Maryland Business Corporation Law, a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for the breach of fiduciary duty as a director.
Submit to the State Department of Assessments and Taxation one (1) executed copy of the Articles of Incorporation accompanied by an executed Consent to Serve as Resident Agent. The State Department of Assessments and Taxation files and the Articles and sends them to the Clerk of the Court for recording. Recorded Articles are returned to the filer.
State Disbursements and Fees
$100 (add a $50, if expedited service is required) filing fee for Articles of Incorporation Organization and capitalization fee (minimum fee of $20) is based on aggregate authorized par value or on monetary amount attributed to no-par shares (to compute fee on authorized no-par shares, each share is deemed to have a value of $20) at the following rates:
Authorized Par Value or Monetary Amount Attributed to No-Par Shares Rate
Not over $100,000: $20. Over $100,000: $20 plus $1 for each $5,000 that exceeds $100,000. Over $1,000,000 but not over $2,000,000: $200 plus $10 for each $100,000 or fractional part that exceeds 1,000,000. Over $2,000,000 but not over $5,000,000: $300 plus $15 for each $500,000 or fractional part that exceeds $2,000,000. Exceeding $5,000,000: $390 plus $20 for each $1,000,000 or fractional part that exceeds $5,000,000.
If what appears on the file or receipt does not match what you submitted because the state keyed the information incorrectly: Be specific describing the error, how it should read, and include the entity's exact name and date of the document.
Work in Progress Try searching the Maryland online database or contacting our office before contacting the state. Information we require to check recent submissions includes: type of service, rush or expedited, exact name of the entity and date submitted. You can also check your order status online…simply log in to your account. NOTE: The state will not address our inquiry until after 5 business days for expedited work. The state will not allow us to look up the status of regular non-expedited filings.
Rejected Corporate Charter Documents
Please note that under Maryland law a filer has sixty (60) days from the date of our initial rejection of a filing to correct any rejected document and resubmit it or all filing fees are retained by the Department for reviewing the first filing. If a document is resubmitted after the sixtieth day, another separate filing fee must be paid with the second submission. If a filer chooses not to resubmit the document for filing, a demand for a refund must be made in writing within sixty (60) days of the date of the initial rejection of the document.