How to Form a Maryland LLC in 10 Steps
An LLC or Limited Liability Company is a common business structure that differs from other business structures. First, profits that are earned by an LLC will be passed through to its members. Next, having an LLC means that one or more persons can own a portion of the business. And finally, an LLC needn’t file a separate tax return (this is what corporation do).
Another important difference about an LLC is that it reduces the owner’s or owners’ exposure to liability because of company activities.
It is a fairly straightforward process to form an LLC or Limited Liability Company. Here are the steps you’ll need to follow:
1. Start By Choosing Your Company Name.
No other business can have the right to use the company name you choose. It needs to be uniquely your own.
You can run your own name search. SunDoc would also be happy to run your name search or reserve your LLC name for you. This service charges an affordable fee.
Remember that at the very least, you need a name that is available in your state — according to the State of Maryland. Also, remember that it’s smart to make sure there are no registered trademarks on the name that you choose.
2. Know the LLC Organizer Requirement.
All LLCs need to have an organizer. This organizer must be named on your Articles of Organization form.
The name of the organizer can vary and is flexible.
You can name your own organizer if you prepare and upload the Articles of Organization form on your own. by preparing on-line with us, SunDoc Filings will be your organizer.
3. Choose a Registered Agent.
Like the organizer, you need to choose a registered agent to put on your Articles of Organization as well. It can be a firm, or it can be an individual. For additional information on this topic, see our designated article, Registered Agent Service.
4. Decide Your Ownership and Management Structure.
How will your company be managed? This is an important question you’ll need to ask yourselves and the rest of your board. Its also something you’ll need to put on your Articles of Organization: Will you be managed by all members, multiple managers, or one manager?
An important aspect of this decision lies in deciding between being a manager-managed LLC or a member-managed LLC.
5. Create an Operating Agreement.
An Operating Agreement is another important document in LLC formation. Essentially, it is like the engine for your company.
At stake with the Operating Agreement are things like voting, money, managing working capital, governance, paying profits, liability, and fiduciary constraints. You may want to speak with an attorney to learn more about this document.
In Maryland, you are not required to have an Operating Agreement for your LLC. There are default conditions put in place by law that will be formed as your implied operating agreement. Still, check to make sure these conditions work well for you and your company.
Also keep in mind that you need to create an Operating Agreement if your company is going to be manager-managed. This is for your own company records. Right now, the law in Maryland states that these LLCs will only be valid if you declare manager-managed status in your Operating Agreement and your Articles of Incorporation.
6. File the Articles of Organization.
One of the most important documents you’ll need for the formation of your company in Maryland is your Articles of Organization. When the Maryland SOS (Secretary of State) accepts this document, your company will officially be created.
Your Articles of Organization will be a one-page form, and it will include all of the most important details about your company.
In order for you to file your Articles of Organization, you’ll have to have several important pieces of information. This includes the new name of your company and your new address, who your LLC registered agent is and who your LLC organizer is, and finally, the management method you’ve chosen.
7. Obtain an EIN and Open a Business Bank Account.
Congratulations! At this point in the list of steps, you’ll officially be an LLC, registered with the State of Maryland. If you are an LLC and have more than one member, you need to obtain an Employer Identification Number (EIN) from the IRS. Do this if you have employees or if you are employee-less. You can file with the IRS yourself, or SunDoc can file for you.
You’ll need your EIN to open a business account at most banks. It’s a good time to set up your fiscal management anyway. You shouldn’t be using your personal accounts for business purposes. Simply make sure that you keep all of your receipts for reimbursement no matter the account you’ve used for payments. At this point you may also want to find an accountant for help with business matters.
8. Pay Maryland State Taxes.
A minimum annual tax to the Maryland Franchise Tax Board. This tax also needs to be paid in your first year of operation.
Keep in mind that this isn’t part of your income tax. It’s simply a tax for doing business in the state of Maryland. You will also be required to collect sales tax if you will be selling goods in Maryland. See more here: State of Maryland’s tax web site.
9. Determine Necessary Licenses and Permits.
Most Maryland companies are required to have one or more business licenses or permits to operate at the city or county level. Operating without the proper license or permit can result in expensive fines.
10. File an Annual Report.
You must file an Annual Report when forming an LLC in Maryland. The Annual Report is a simple form that keeps the state up to date on your company information. And down the road when you make changes to your company, it will invariably be one of the forms you’ll need to file with the state.
Important Notice: It is beyond the scope of this article to discuss your potential insurance needs, or matters relating to employees. You should consult an attorney or accountant with any questions about legal or financial matters. Please note that nothing in this article can be construed as legal, tax or accounting advice.
For additional learning, please visit Maryland LLC FAQs.
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