Form a Maryland LLC
Let LegalZoom walk you through the process of becoming a limited liability company today. With our help, creating an LLC is clear, simple, and can be done online in three easy steps. Protect your personal assets, organize your business however you want, and get the fringe benefits of a legally established business entity.
When you form your Maryland LLC with LegalZoom, we prepare and file your articles of organization with the Corporations Division of the Maryland Secretary of State. We also conduct a name search for your Maryland LLC to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your Maryland LLC begins its existence as a legal business entity.
LegalZoom LLC Overview
Choosing a business name is one of the first steps in the process of forming your Maryland Limited Liability Company. The name that you choose must contain, as the last words of the name, the words "limited liability company", "L.L.C.", "LLC", "L.C.", or "LC". The name should also be distinguishable from any other Maryland Limited Liability Company or other registered entity.
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your Maryland Limited Liability Company before filing to see which names are available.
Reserving a Limited Liability Company Name: Once you have chosen an available name, LegalZoom can help you register your name with the state.
Articles of Organization: In any Maryland LLC formation, articles of organization must be signed and delivered, along with a copy, to the Maryland Secretary of State, Corporations Division for filing. State law requires that certain information be included in your articles of organization for your Maryland LLC formation. This information must include:
The LLC name
The purpose for which the limited liability company is formed
The address of its principal office in this State and the name and address of its resident agent
Any other provision, not inconsistent with law, which the members set out in the articles, which may include a statement that the authority of members to act on behalf of the LLC is limited
Filing: Your LLC is considered organized once the original executed articles of organization are delivered to the Corporations Division of the Secretary of State by one or more persons. The document must be executed, on behalf of the LLC, by the organizers.
A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.
Additionally, a Maryland LLC formation generally requires inclusion and/or considering of the following:
Operating Agreement: Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.
Membership: A LLC must have one or more members. Requirements:
Minimum Number of Members: A limited liability company must have one or more members
Procedure for Membership: A person may be admitted as a member of a LLC: (1) at the time the LLC is formed or at a later time specified in the operating agreement or (2) after formation, directly from the LLC in compliance with the operating agreement or upon the written consent of all members.
Unless otherwise provided in the articles or operating agreement, a person may be admitted as a member of the LLC or the sole member of a LLC without:
Making a contribution to the LLC or being obligated to make a contribution to the LLC
Acquiring an interest in the limited liability company.
Resignation of Membership: Certain prohibitions exist surrounding the right of a member to resign from the company. A member may withdraw by giving not less than 6 months' prior written notice to the other members at their respective addresses as shown on the books of the limited liability company, unless:
The operating agreement provides that the member does not have the right or power to withdraw
The operating agreement specifies another time for or other conditions of withdrawal.
A member will be responsible for any damages resulting from a wrongful withdrawal.
Contribution:The contributions of a member to the LLC may consist of cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services.
Registered Agent In Maryland
LegalZoom can also provide your business with a registered agent in Maryland. Every Maryland LLC must continuously maintain a registered office and registered agent in Maryland?the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit.
Eligibility Requirements: A registered agent in Maryland may be: (1) a citizen of Maryland who resides in the State; (2) a Maryland corporation; or (3) a Maryland limited liability company.
Registered Office: The registered office may be but does not need to be the LLC's place of business. Yet, the registered agent must maintain a business office that is identical with the registered office.
Maryland Secretary of State
Once a Maryland LLC has been created, the Maryland Secretary of State will require certain recurring responsibilities and duties. The most important of these are explained below. For further information, refer to the Maryland Secretary of State office.
Records: Each limited liability company shall keep records open to inspection at its office.
Acts Triggering Dissolution: A LLC is dissolved upon the happening of any one of the following events:
Upon the happening of an event specified in the articles or operating agreement
At the time specified by the unanimous consent of the members
Entry of a judicial order
Unless otherwise provided in the operating agreement, when the LLC has no members for 90 consecutive days
If within 90 days the LLC has no remaining members, the LLC will not be dissolved or required to wind up its affairs so long as:
The last remaining member's personal representative or successor agrees in writing to continue the LLC and to be admitted as a member or to appoint a designee as a member; or
A member is admitted to the LLC as set forth in the operating agreement effective as of the time the last remaining member ceased to be a member under a provision in the operating agreement that provides for the admission of a member after there are no remaining members.
A LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, a LLC is not required to be a separate tax entity like a corporation; instead it can be a "pass-through entity" so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Income Tax: Unless you elect to tax the LLC as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you elect to tax the limited liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Filings must be made with the Maryland Secretary of State along with the appropriate filing fee. When appropriate, a check must accompany the document payable to the State of Maryland, covering all charges for the Maryland Secretary of State.