Ready to incorporate? Transform your organization into a legal business entity in three easy steps today with LegalZoom. Once you incorporate, you'll gain the ability to protect your personal assets from financial risk and to shrink your personal tax bill. We'll help you choose what type of corporation you want to become and walk you through the whole process. LegalZoom has helped thousands of businesses incorporate online so you can feel confident using the best resource on the web.
When incorporating in Maryland with LegalZoom, we not only file your articles of incorporation with the Maryland Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your Maryland corporation.
Maryland Incorporation Information
Incorporating in Maryland
Choosing a business name is one of the first steps in forming your Maryland Corporation. The name that you choose:
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check before filing to see which names are available.
- Must be distinguishable from any other registered Maryland business entity and any reserved names on record, subject to certain exceptions under state law
- May not contain language stating or implying that the Maryland corporation is organized for a purpose other than that permitted by state law and its articles of incorporation.
In addition, the name must contain one of (or an abbreviation of) the following words:
Articles of Incorporation:
- "Company" (NOTE: The word "company" may not be preceded by the word "and" or a symbol denoting it, such as "&")
In order to incorporate in Maryland, articles of incorporation must be filed with the Maryland Secretary of State. Maryland law requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:
- Minimum Number of Incorporators: One or more.
- Eligibility Requirements: An incorporator must be an adult individual who is at least 18 years old.
- Duties: Sign, acknowledge and file articles of incorporation to the Secretary of State for filing.
- Listing Requirements - The name and address of each person incorporating in Maryland must be listed, along with a statement by each incorporator that he or she is (1) at least 18 years old and (2) forming a corporation under Maryland law.
Maryland allows a corporation to be formed for any lawful business activity
Listing Requirements: The corporate purpose(s), or a statement that the corporation may engage in any lawful activity, must be listed.
- Minimum Number of Directors: One or more, to be listed in the bylaws or fixed in accordance with them.
- Eligibility Requirements: None. However, the articles of incorporation or bylaws may prescribe qualifications for directors.
- Listing Requirements: The number of directors and the name of all initial directors must be listed.
The Articles of Incorporation must contain:
Other Required Information:
- The total number of shares, itemized by class and par value, that the corporation is authorized to issue.
- The aggregate par value of all the shares.
- Any preferences, conversions or other share rights.
- The name and address of the resident agent of the corporation
- The address of the corporation's principal office.
Maryland permits additional provisions to be included in the articles of incorporation, such as:
- Transferability of stock.
- Purposes whose authorization requires a greater proportion of share or class votes, or a lesser proportion of share or class votes subject to certain state requirements.
- The division of directors into classes, including the term of office for each class.
- The establishment and terms of cumulative voting in the election of directors for the purpose of minority representation.
- Regulating the powers of the corporation, its board of directors, and shareholders.
- Consideration by the board of directors regarding the effects of a potential acquisition of control on particular parties.
- Limitation of director and officer liability to the corporation or its shareholders for money damages in certain situations.
Bylaws govern a Maryland corporation's business and affairs. A corporation maintains its bylaws at its principal executive office and is not required to file them with the government. The board of directors of a corporation may adopt, amend or repeal bylaws, unless the articles reserve this right for the shareholders.
Officers must be listed in the bylaws or elected by the board. A corporation must have at least a president, a secretary and a treasurer. Unless provided otherwise in the bylaws, an officer serves for one year and until a successor is elected and qualifies.
Every Maryland corporation must have a resident agent -- the person or office designated to receive official state correspondence and notice if the corporation is "served" with a lawsuit.
Eligibility Requirements - The resident agent must be either (1) a resident individual of this state or (2) a Maryland corporation.
Under Maryland law, a professional corporation is formed in order to render services within one specific profession. Professional corporations generally may not offer any other unrelated services and must comply with particular conventions in its choice of corporate name.
A report and in most cases, a fee, must be filed with the Maryland State Department of Assessments and Taxation each year with the corporate business personal property return.
Corporate Statement of Affairs:
The president, or other officer specified in the bylaws, must report to the shareholders a statement of affairs which includes the corporation's balance sheet and financial statement of operations. This statement must be submitted at each annual stockholders' meeting and filed at the principal office within 120 days after the end of the fiscal year.
Income Tax Rate: For information on the Maryland state income tax rate, visit: http://www.marylandtaxes.com/default.asp
S corporation status is recognized by the State of Maryland.