For already prepared documents, skip to step 3
Step 1: Check Name Availability
Choose three corporate names in order of preference and we check for availability.
Step 2: Prepare or Upload your Articles
Our online form will walk you through all required information.
Step 3: Specify Service Level and Service Options
Select the appropriate filing package or choose from the a la carte options.
Routine: 4 - 6 Weeks
Rush: 5 - 7 Business Days
Email confirmation within one hour during normal business hours.
Your filing is now on its way!
If we receive your Maryland corporation Articles of Incorporation by 12 p.m. PST M-F, your Corporation will be submitted and could be active the same day. This means your company will be given the submission date as your file date. If you mail the document to the state, like many filing services do, it may take at least 3 months for proof of filing.
Your Post-Filing Responsibilities
- File a Statement of Information: After the Articles of Incorporation are filed, the Secretary of State requires that you file a Statement of Information.
- Employer Identification Number: If you would like, we can obtain your EIN for your new company. Add it to your order and we will obtain the EIN within 24-48 hours.
- Maryland Corporate Kit: Our Kits include a custom binder, seal embosser, bylaws and meeting minutes, 20 Stock certificates, and more. You can order you kit at the time of filing or if you prefer, you can place the order individually at our Corporate Kit order page.
Add these optional services to your order at the time of filing:
- Certificate of Good Standing: You may need additional copies if you are going to qualify or register in other states. Most certificates are good for 90 days.
- Additional Certified Copy of Articles: You may need this in the future for banks, loans, or professional licensing requirements.
The SunDoc Filings Advantage
- We have filed thousands of documents since 1999
- All filings received by 12 p.m. PST are submitted same day
- Most filing companies mail in your filings
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.
Maryland Corporate Frequently Asked Questions
Why choose SunDoc Filings?
SunDoc Filings can help you form a Maryland corporation with the Maryland Secretary of State on an expedited basis. To form a corporation in Maryland or form a Maryland subchapter S corporation, you must file the Maryland Articles of Incorporation with the Maryland Secretary of State. SunDoc Filings has been forming Maryland corporations since 1999 and knows the state’s requirements to handle your formation professionally and without delay. Let us make the Maryland incorporation process quick and painless for you by preparing and filing the Maryland Articles of Incorporation with the Maryland Secretary of State on your behalf.
How do I form a Maryland Corporation?
First, we check corporate name availability with the Maryland Secretary of State. Second, we prepare the Maryland Articles of Incorporation. Third, before we form the Maryland corporation, we verify that the Articles of Incorporation are free of errors. Fourth, we file the Articles of Incorporation with the Maryland Secretary of State. Fifth, when the Maryland Secretary of State files the Maryland Articles of Incorporation, we will return the filed document to you.
What are the advantages of forming a Maryland Corporation?
To begin with, there is the protection of the "corporate veil" that provides limited liability to the owners (shareholders). The shareholders are not personally liable for debts and obligations of the corporation. They can personally lose only to the extent of their investments in the Maryland corporation form purchasing stock. Since the Maryland corporation is an independent legal entity, the Maryland corporation has continuous existence. It does not cease to exist simply because one of the shareholders dies or retires. Corporations often have an easier time setting up insurance, retirement funds, profit-sharing, pension, and stock option plans than other business entities.
When you form an Maryland corporation, the owners (shareholders) are not personally liable for the debts and obligations of the Maryland corporation. Ownership in an Maryland corporation is more easily transferable than other business entities. Under most circumstances, shares of stock can be sold without restriction to a third party without having to obtain consent from the Maryland corporation itself.
How do I obtain an EIN or Employer Identification number or Tax Payer ID number for my Maryland Corporation?
After we form an Maryland corporation on your behalf, we offer supporting services. We can obtain an employer identification number (an EIN) for your Maryland corporation. An EIN is required to open a bank account, hire employees, and to start business credit for your Maryland corporation. If you purchase our Maryland premium package, EIN obtainment is included for your Maryland corporation.
How do I form a Maryland S Corporation?
It is important to understand that your Maryland S corporation starts as a general stock corporation (C corporation). To obtain or to form an Maryland S corporation, you must file for subchapter S status with the Internal Revenue Service (IRS). Forming an Maryland S corporation simply means the corporation is taxed like a partnership or LLC with a pass through tax structure. Make sure to check with your accountant or the IRS for limitations or read about Maryland C corporations below. By obtaining S corporation status in Maryland, it eliminates double taxation and the corporation generally does not file a tax return. On their tax return, the Maryland S corporation's shareholders include their share of the Maryland Corporation's separately stated items of income, deduction, loss, and credit, and their share of non-separately stated income or loss.
What are the advantages of a C Corporation in Maryland?
Generally most people form Maryland C corporations that plan on publicly trading the corporation's stock. Since Maryland S corporations cannot have more than 75 shareholders, choosing to maintain an Maryland C corporation allows for 76 shareholders or more. An Maryland C corporation can have multiple classes of stock such as preferred and common shares. An Maryland C corporation will be double taxed since both the corporate entity and the individual owners have to file tax returns. However, an Maryland S corporation can only be owned by individuals that are U.S. citizens or registered aliens, issue only one type of stock, and are limited to no more than 75 shareholders.
How do I obtain or prepare corporate bylaws for my Maryland Corporation?
If you purchase our premium package, Sun will prepare the initial bylaws (standard language) for your Maryland corporation and include meeting minutes (MS Word format) that you can prepare as needed.
What are the corporate bylaws and why are they so important for my Maryland corporation?
The corporate bylaws serve as a blueprint for your Maryland corporation The bylaws contain the rights, privileges, and powers of the officers, directors, and shareholders. Most Maryland bylaws contain the number of directors and their names. Maryland bylaws also contain the names of the officers for the titles: President, Vice-President, Secretary, and Treasurer/Chief Financial Officer (CFO).
Another important part of Maryland corporation bylaws is to create "rules" on how the Maryland corporation can open a bank account, take out loans, write checks, enter into contracts, obtain business credit, and issue stock certificates to its shareholders. Most Maryland bylaws will reference a list of shareholders in alphabetical order that includes Maryland shareholder's names, addresses, titles held with the Maryland corporation, and the amount of shares the shareholder owns in the Maryland corporation.
What is an Maryland corporate seal?
After the Maryland corporation prepares its bylaws or has Sun prepare the bylaws, the Maryland corporation will need a corporate seal. A corporate seal is a handheld device that imprints paper with the corporation's name, state of formation, and date the Maryland corporation was formed. Many banks and other lending institutes require Maryland corporations to possess and use a corporation seal on business documents or loan papers. All Maryland corporation kits that Sun sells contain a handheld corporate seal embosser.
What is a Maryland corporate kit?
The Maryland corporate kit is typically a hardbound binder that contains all of the Maryland corporation's important documents such as the Maryland Articles of Incorporation and bylaws. All the Maryland corporation kits that Sundoc sells include having the Maryland corporation's name hot stamped (professional imprint of the Maryland corporation's name) on the spine. Most Maryland corporation kits come with a slipcase to keep the binder safe. Some corporate kits are made with a slipcase built in. The choice is yours.
Another important part of an Maryland corporate kit is stock certificates. All of the Maryland corporate kits that Sundoc sells contain 20 custom stock certificates that include the Maryland corporation's name, the amount of shares, the par value the corporation is authorized to issue, and the title of President and Secretary below the signature lines. If you have already formed your Maryland corporation, you can order an Maryland corporate kit by placing the order individually at our Corporate/LLC Kit order page. We have a selection of high quality kits that come in array of styles and colors.
Now that you have formed your Maryland corporation, obtained your EIN from the IRS, decided upon whether to elect S corporation status or remain a C corporation, prepared the Maryland bylaws, issued shares of stock, and used your seal embosser, it is time to verify which local city and/or county tax licenses your business will need. The best place to start is your city hall or county recorder's office. Take the time to verify your areas business licensing requirements. For those of you who plan to run your Maryland corporation out of your home, check with your city or county to find out if a work at home permit is required. Once your licensing requirements are met, it is time to start operating your Maryland corporation.