Incorporation is straightforward in the State of Maryland. Below, you will learn everything you need to know about the entire process. SunDoc Filings is a filing company that specializes in incorporation in Maryland and in all 50 states. We can handle some or all of the paperwork you require for this process.

It is not necessary to have a lawyer in order to incorporate your business in Maryland. However, it may be wise to have professional consultation on some of the related matters of the process. Please remember that nothing in this article should be construed as tax, accounting, or legal advice. Always consult a licensed professional to obtain advice specified to your particular situation.

Overview

A filing fee is necessary to file your Articles of Incorporation with the Secretary of State and create your corporation.

Remember that you can only choose a corporate name that is available, according to Secretary of State files. You'll need to know which of several types of corporations you’ll be choosing as well. You will also need to have chosen your Registered Agent and have your corporate address figured out. When filing, you’ll need to state how many shares you're authorizing the corporation to issue. You may need to know the number of shareholders, but this will depend on the type of corporation you ultimately choose.

Outside of the filing itself, you'll need your Federal Tax ID Number (EIN) from the IRS. You'll need to know who your corporate officers are, and any directors. You'll need an initial Board of Directors meeting to adopt bylaws, which are not filed with the state but kept in your own records, and to appoint officers, who are not required to be listed in the articles of incorporation.

Incorporating

The most common type of corporation is the General Stock Corporation, with an unlimited potential number of shareholders. You may choose to be a Close Corporation, setting a limit in the articles on the number of shareholders (not to exceed 35). A Professional Corporation is mandated by Maryland for certain professionals.

You’re free to create your own filing forms by having an attorney draft them from scratch. But you can also use the filing forms that are supplied for download by the state of Maryland. These downloadable forms meet all minimum requirements of the Maryland Corporations Code. Choosing to have your own forms drafted may allow you to change certain things. 

For example, default articles of incorporation will automatically limit the corporation to one class of shares. You can change this, however, in a custom document created by an attorney. Similarly, initial directors can be named in the articles if you like, provided that all directors are included and provided that all directors sign the document.

Every corporation must have three officers: President, Treasurer and Secretary. One person can fill all these roles if desired. Generally a Maryland corporation must have a minimum of three directors, except for certain cases where no shares have been issued or the shareholders are less than three. Typically the bylaws will describe the number and limit of directors, unless the articles stipulate this.

If you’d like to change your articles of incorporation, this can only be done by filing an amendment with the state. On the other hand, you can generally amend bylaws by a vote of your shareholders and directors in a formal meeting. Minutes must be kept in all meetings and stored with your corporate documents.

In your bylaws, you must outline stipulations for such meetings, including times and methods of meetings, the exact power of directors, etc. All of this must be in complete accordance with relevant provisions of Maryland law. 

A Corporate Records Book is where a corporation stores bylaws, company documents, stock papers and meeting minutes. Corporate Kits are useful compilations of standard documents to run the corporation, customized to your state and including such things as stock certificates, a corporate seal embosser, meeting minutes and such. SunDoc can supply you one if you wish, see our Maryland Corporate Kit page.

Registered Agent

It is required by law that all Maryland corporations have what is called a registered agent. This is an individual (or a company) that will be available for contact and continued communication from the state during regular business hours and at a known address.

Keep in mind that this is one of the services that SunDoc Filings would be happy to help you with in order to outsource your company routine. For additional key information on this matter, please see our article, What is a Registered Agent? Why Do I Need One?

Name Search

When filing, you can only choose a name that is available with the State of Maryland, according to the Secretary of State records. If your name is not available, be prepared for your filing to be rejected. It is also important to remember that there are statutory requirements in place for choosing a name. For example, your name cannot resemble another corporate name so closely that it leads to deception. Similarly, you cannot choose a name that misleads the public in any way.

For your own best branding and to comply with State of Maryland law, it is advised that you take special time and effort as you develop your company name. You can run your own name searches with the State of Maryland, or SunDoc can perform a name availability check or reserve your name for you.

Employer Identification Number - EIN

By submitting Form SS4 to the IRS, you can apply for your EIN. There is no charge for this service. At SunDoc, we would be happy to apply for this on your behalf as well. Go to our EIN page to learn more.

Next Steps

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