How to Start a Corporation in Maryland
Corporations are a very popular option for businesses in Maryland, particularly for those looking to attract early capital.
Opening a Maryland corporation can be done quickly and easily by simply filing the Articles of Incorporation with the Maryland Department of Assessments & Taxation, before going on to create corporate bylaws and choose your initial directors.
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You can open a corporation in Maryland by filing the Certificate of Incorporation, creating corporate bylaws, and choosing your initial director(s).
Not sure if a corporation is right for you? Check out our LLC vs. Corporation guide to help you make your decision.
Follow the steps in our How to Start a Corporation in Maryland guide below to get started:
Step 1: Name Your Maryland Corporation
Step 2: Choose a Registered Agent
Step 3: Hold an Organizational Meeting
Step 4: File the Articles of Incorporation
Step 5: Get an EIN
For a look at corporation formation in every state, check out our other How to Start a Corporation guides.
Not sure if a corporation is right for you? Check out our LLC vs. Corporation guide to help you make your decision.
Step 1: Name Your Maryland Corporation
Choosing a business name is the first step in starting a corporation.
1. Maryland naming guidelines:
- When choosing a name for your corporation, it must include "corporation," "company," "incorporated," "limited" or an abbreviation of these terms (excluding "company" if preceded by "and" or its symbol).
- The name you adopt is prohibited from using language that implies a purpose other than that which is stated in the Articles of Incorporation.
- The corporate name you use must be unique to existing businesses in your state, meaning it cannot be too similar to registered and reserved names.
- Your business’s name is not allowed to include words that could mislead someone to believe it is a government agency.
- You can reserve the use of a name for your business by applying to the Department of Assessments & Taxation.
Read the Maryland state statute regarding corporation naming guidelines for more information.
2. Is my corporation name available in Maryland?
Your Maryland corporation name must be unique and distinguishable from other business names in Maryland. Use the Maryland Business Express Entity Search to determine if your desired business name is available.
3. Is the URL available?
Before registering your Maryland corporation, you’ll need to check if a good URL is available for your business name. It’s important to secure your URL right away.
Step 2: Choose a Maryland Registered Agent
You must appoint a Maryland resident agent, also known as a registered agent, when registering your corporation with the Department of Assessments & Taxation.
A registered agent is an individual or entity appointed to receive service of process, government correspondence, and compliance documents on behalf of a business.
Your registered agent can be an individual, business entity, or professional registered agent service. Any member of the corporation or individual can serve as your Maryland resident agent as long as the person:
- is 18 years or older
- has a physical address in the state where business activity is conducted
- is available (in person) during normal business hours
Recommended: Northwest offers one year of free registered agent services with their corporation formation package ($29 + State Fees).
Step 3: Hold an Organizational Meeting
Before you officially file the Articles of Incorporation in Step 4, you will need to hold an organizational meeting to complete the following tasks:
- Fill-out and execute the Articles of Incorporation
- Create and approve bylaws
- Select your initial director(s)
- Determine your share structure
- Execute an Incorporator’s Statement
Create and Approve Corporate Bylaws
Bylaws are the rules that determine how your organization will be governed and run. For detailed instructions on creating your bylaws, read our corporate bylaws guide.
Ready to get started? These bylaws templates can be customized to suit the needs of your incorporated business.
Initial Directors
You must appoint at least one director who will oversee your Maryland corporation until the first shareholders’ meeting.
A corporate director is in charge of the adoption, amendment, and repeal of operational bylaws as well as the election, supervision, and removal of officers.
After the incorporators form the corporation, the initial director(s) named in the Articles of Incorporation should call an organizational meeting. During this initial meeting, they will elect the officers.
Choose a Share Structure and Strategy
A share of stock is the unit of ownership of a corporation. Each share of stock represents a percentage of ownership of the company. For example, if a corporation issues one share of stock the shareholder (stock owner) would then own 100% of the corporation.
Shares can be structured into classes. Each class, termed a share class, holds different rights and privileges. You can have multiple classes and each class can hold any number of shares.
Authorized Shares: the number of shares the corporation is allowed to issue.
Issued Shares: the total number of shares actually issued to shareholders.
Share Class: a group of shares that has a unique set of rights and privileges.
The Articles of Incorporation form issued by the Maryland Department of Assessments & Taxation may only be used to start a corporation with one share class. If the corporation needs a multiple share class structure, you must compose your own Articles of Incorporation.
Create and Execute an Incorporator’s Statement
The incorporator(s) should sign an Incorporator’s Statement with complete names and addresses of each initial director and store it in the corporate records book.
This document names the initial director(s) that will serve until the board of directors is elected during the first shareholder’s meeting. It should be stored with the rest of your corporate records.
Step 4: File the Maryland Articles of Incorporation
You will need to file the Maryland Articles of Incorporation to set up a corporation in Maryland. You can file it online, by mail, or in-person with the Maryland Department of Assessments & Taxation.
The filing cost is $120 if the total par value of authorized shares does not exceed $100,000 or, if no par value is used, the total number of authorized shares is 5,000 or fewer. If stock exceeds these amounts, call the Maryland Department of Assessments & Taxation at (410) 767-1340 for the fee.
This document will cover the basics of your corporation, including:
- Corporate name, street address, and statement of purpose
- Corporate resident agent name, signature, and street address
- The number of authorized shares the corporation is allowed to issue
Corporate director(s) name(s) - Incorporator(s) name(s) and address(es)
File the Maryland Articles of Incorporation
Option 1: File Online With Maryland Business Express
File Online- OR -
Option 2: File the Articles of Incorporation by Mail or In Person
Download FormFiling Cost: $120+
Filing Address:
Department of Assessments & Taxation
Charter Division
301 W. Preston Street; 8th Floor
Baltimore, MD 21201-2395
Step 5: Get an EIN for Your Maryland Corporation
An Employer Identification Number (EIN) is used by the federal government to identify a business entity. It is essentially a Social Security number for the company. An EIN is needed:
- To open a bank account for the company
- For federal and state tax purposes
- To hire employees
Get an EIN
Option 1: Request an EIN from the IRS
- OR -
Option 2: Apply for an EIN by Mail or Fax
Mail to:
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999
Fax: (855) 641-6935
Fee: Free
Running Your Corporation
It is very important to adhere to the formalities of running a corporation. Read our How to Run a Corporation guide to learn more.
Taxes, Annual Reports, & Licensing
Maryland State Corporation Tax Requirements
Depending on the nature of your business, you may be required to register for one or more forms of state tax:
Maryland Sales Tax
If you’re selling a product, you’ll typically need to register for a seller's permit through the Maryland Comptroller's website. This allows a business to collect sales tax.
Maryland Employer Taxes
If you hire employees, you will need to register for Maryland employer taxes through the Maryland Comptroller's website. This includes Employee Withholding Tax, Unemployment Insurance Tax, and Disability Insurance.
Maryland Corporation Licenses and Permits
To operate your corporation in Maryland, you must comply with federal, state, and local government regulations. For example, restaurants likely need health permits, building permits, signage permits, etc.
Learn more in our Maryland Business License guide.
File the Maryland Corporate Annual Report
You must file the Maryland Corporate Annual Report each year by April 1. You can file a hard copy by mail or complete the filing online on the Maryland Business Express website. The filing fee is $300.
Corporate Dissolution & Maryland Good Standing
How to Get a Maryland Certificate of Good Standing
A Certificate of Good Standing, known in Maryland as a Certificate of Status, verifies that your Maryland corporation was legally formed and has been properly maintained.
You can request a Maryland Certificate of Status by mail, in person, or online. Because there is no official, printable request form, you must send a written letter by mail. To file online, use the Maryland Business Express website and search for your corporation, then click the “Order Documents” link. The filing fee is $20 by mail, $40 in person, and $20 online.
Order a Maryland Certificate of Status
Option 1: Request a Certificate Online With Maryland Business Express
Request Online- OR -
Option 2: Request a Certificate by Mail or In Person
Read InstructionsFee: $40 in person, $20 by mail or online
Filing Address:
SDAT - Corporate Charter Division
301 W. Preston Street, Room 801
Baltimore, MD 21201
How to Dissolve a Corporation in Maryland
If at any point you would like to permanently stop doing business, or close your business, it is important to officially dissolve your corporation. Failure to do so in a timely fashion can result in tax liabilities, penalties, or even legal trouble.
There are five main steps to close your Maryland corporation:
- Stop doing business
- Hold a board meeting, vote on dissolution, and record the meeting in the corporation minutes
- File the Articles of Dissolution with the Maryland Department of Assessments & Taxation
- Close your federal and state business tax accounts with the IRS and Maryland Department of Assessments & Taxation
- Close your business bank accounts
File Dissolution Documents
Articles of Dissolution
You must file Articles of Dissolution with the Maryland Department of Assessments & Taxation. The dissolution form includes detailed instructions. You can file the Articles of Dissolution by mail or in person. The filing fee is $100 plus an additional $50 for in-person filing.
Is a Corporation Right For You?
An LLC provides limited liability protection without corporate complexity.
Find out if an LLC is the right structure for you.
Steps After Forming a Corporation
After forming a corporation, you’ll want to protect your personal and business assets and build credit.
Taking these steps will set your business up for success:
- Open a Business Bank Account
- Open a Business Credit Card
- Establish and Build Business Credit
- Get Insurance
- Protect Your Corporate Veil
Form a Corporation with Northwest for $29 Plus State Fees
Maryland Corporation FAQ
The minimum you will be expected to pay in order to start a corporation in Maryland is $120, which is the fee for filing the Articles of Organization.
However, if the total value of your authorized shares is more than $100,000 you will need to call the Maryland Department of Assessments & Taxation for the fee.
For more information, we recommend having a look at our How to Start a Corporation in Maryland article.
When choosing between an LLC and a corporation in Maryland, you need to consider taxes, management regulations, and total cost.
LLCs offer pass-through taxation and lower startup costs, but corporations are often better when it comes to attracting private investors.
For more information on this topic, see our LLC vs Corporation article.
The Maryland Department of Assessments & Taxation will typically process your Articles of Incorporation filings within seven business days.
Having said that, it can take longer depending on the time of year (e.g., end of fiscal year generally leads to longer processing times, etc.).
Note: No expedited filing options are available in the state of Maryland.
No, forming a corporation in Maryland is not a difficult process. That being said, it will require more resources than forming an LLC.
In order to get started, you will need to find an appropriate name, select a registered agent, hold an organizational meeting in order to draft your corporate bylaws and appoint your initial directors, and file the Articles of Organization.
Starting an LLC may not be that much simpler than starting a corporation, but it is a lot easier to manage, as well as significantly more affordable.
This is due to the heavy federal oversight and specific management protocols that corporations must abide by in order to remain legitimate. By contrast, LLC owners can be much more flexible.
For more information, we recommend reading our How to Run a Corporation article.