How to File a Certificate of Incorporation in Maryland

If you’re planning to create a corporation in Maryland, whether it’s a for-profit or nonprofit, one of the most important steps will be filing your Articles of Incorporation. Check our ZenBusiness How to Form a Maryland Corporation page to understand why this is such an important step and see how we can help you.

You’ll file your Maryland Articles of Incorporation with the Maryland State Department of Assessments and Taxation (SDAT). Articles of Incorporation are covered by the Corporations and Associations chapter of the Maryland Code.

After you file your Maryland Articles of Incorporation, they’ll be public documents, which means the information they contain about your business will be searchable by anyone.

How to Complete the Articles of Incorporation Form

After you complete your Maryland Articles of Incorporation, you can mail the documents, deliver them in person, or file them online.

You can find copies of the various types of Articles of Incorporation you’ll need for your profit or nonprofit organization on SDAT’s Forms and Application page. Once you download and fill out the form, the easiest thing to do is file it online. You can file online via the Maryland Business Express Registrations and Filing page or via mail.

Certificate of Status

Any foreign (out-of-state) corporation wanting to operate in Maryland must first file a Certificate of Status, the equivalent of a Certificate of Good Standing, which shows the foreign company has existed in its home state for the last 60 days.

You’ll need to complete the following information, including the:

• Name and signature of your Maryland incorporator.
• Name of your business or nonprofit, which needs to include at least one of the following words or their abbreviations: “Company” (Co.), “Incorporated” (Inc.), “Corporation” (Corp.), or “Limited” (Ltd.). If you use “Company” or “Co.,” you can’t have “and” or its symbol before the word.
• Purpose of your business.
• Street address of your Maryland principal office.
• Name and signature of your resident agent.
• Physical street address of your resident agent, which needs to be located in Maryland and open during regular business hours.
• The number of shares you’ll be creating and their par value (or the face value of a share).
• A number of initial directors and their names.

The Articles of Incorporation are straightforward. If you’re a Maryland nonprofit corporation, however, your Articles of Incorporation will need to include information that satisfies the IRS requirements needed to grant you 501(c)(3) tax-exempt status. Check IRS Publication 557 for more details.

Choosing a Name

One of the most important things you’ll do is choose a name that reflects the purpose of your business. No one else can be using that name in Maryland. You can check to see if the name is available on the Maryland Business Express’s Business Entity Search. If the name is available, you can protect it using our ZenBusiness Name Reservation Service.

Registered Agent

Also, you need to find a resident agent, called a registered agent in other states. You can save yourself time by using our ZenBusiness Maryland resident agent service. Our resident agent providers will accept official government and legal documents on your behalf.

Include supplemental form(s)

You may need to submit additional forms with your Articles of Incorporation, depending on the kind of corporation you’re operating and if you’re a foreign entity.

You may need to obtain and include approval from an official government licensing agency to use a regulated word or words in your name, such as a bank, law office, or engineering firm. Or if you’re using a name that’s like another business entity in Maryland, you’ll need a Document of Approval showing that they’ve consented to this.

As mentioned above, foreign entities need to include a Certificate of Status with their Articles of Incorporation in their Maryland application.

How to Submit the Form

When you submit your Articles of Incorporation form, you also need to submit your filing fee. If the par value of your stocks is over $100,000 or if you have more than 5000 authorized shares without a par value, your fees could be higher. You can contact SDAT at (410) 767-1340 to see if there are any additional costs.

If you use the Maryland Business Express site to file your Articles of Incorporation online, there’s an additional 3% charge.

You can submit your Articles of Incorporation in Maryland in a number of different ways, including by mail, in person, or online. SDAT no longer accepts fax applications. The state also accepts Articles of Incorporation online via the Maryland Business Express site.

Submitting your Articles of Incorporation online can take approximately one to three days to process. If you file by mail, processing time can be four to six weeks or longer. You can pay an expedite fee that will result in your mailed application receiving a response in about 7 days.

Once you’ve submitted your Articles of Incorporation, take a look at our Worry Free Compliance service to find out how we can help you meet your business’s compliance obligations.

Conclusion

If you’re pressed for time or worried about doing your application correctly, ZenBusiness can complete your Maryland Articles of Incorporation for you when you use our Business Formation Plan Services.