Guide to Setting Up a Maryland LLC

If you’re thinking about launching your dream business on the East Coast, you may want to consider starting a Maryland LLC. The Old Line State is strategically located with a highly educated workforce, and let’s not forget about access to all those beaches. But how do you create an LLC in Maryland?

First, let’s talk about what an LLC is. A limited liability company (LLC) is a business entity type that allows its owners (called “members”) to have the personal limited liability protection of a corporation with the tax benefits and organizational flexibility of a partnership or sole proprietorship.

LLCs avoid the “double taxation” of a typical corporation, in which profits are taxed both at the business level and again on the personal level. An LLC is also a more informal business structure that bypasses many of the strict structural and reporting requirements of a corporation while protecting the personal assets of the owners from the debts and liabilities of the business.

But even though setting up an LLC in Maryland has fewer administrative hurdles than a corporation, Maryland LLC registration still requires you to clear some bureaucratic hurdles. If you’ve never started a business before, it can make you feel as stuck as being in a rush-hour traffic jam on the outer loop of the Capital Beltway between Route 1 and Route 29.

How to Start an LLC in Maryland

1. Name your Maryland LLC
2. Appoint a resident agent in Maryland
3. File Maryland Articles of Organization
4. Create an operating agreement
5. Apply for an EIN
6. File your BOI report

Forming a Maryland LLC

This is where we can help. This article will show you how to get an LLC in Maryland. We’ll also show you how our business services can cut through the red tape for you so you can focus on the more enjoyable parts of your business.

One note about this guide: It’s only for starting a domestic (in-state) LLC. If you want to start a foreign LLC (one that originated in another state and wants to do business in Maryland), a benefit LLC, or some other business entity, you may need to follow different steps that aren’t covered here. But if you’re ready to form a domestic LLC in Maryland, read on.

Step 1: Name your Maryland LLC

Choose a business name for your LLC in Maryland. Don’t rush the process. You want to get it right the first time. Changing a business name later could mean redoing everything from your website to branding materials and legal paperwork.

LLC Maryland Name Requirements

There are certain Maryland LLC requirements when it comes to naming a legally recognized LLC in the state. As you conduct your Maryland LLC search and brainstorm business names, keep these guidelines in mind:

• Maryland requires every LLC to have a unique identifying name in the state. You can’t use the name of an existing Maryland business. To make sure your desired name is available, refer to our Maryland business name search page. Without a unique Maryland business name, the state won’t approve your LLC’s Articles of Organization.
• Your business name must also include a “designator” indicating that your business is an LLC. You can use one of the following:
  • limited liability company
  • L.L.C.
  • LLC
  • L.C.
  • LC
• Some words can’t be used. Your LLC name can’t include words that are misleading as to what your business does. You can find more information on what can and can’t be used on the Maryland Business Express website.

Reserving a Business Name for an LLC in Maryland

Once you’ve thought of the perfect business name, you may want to reserve it. You can do this by filing the State of Maryland Corporate Name Reservation Application. A filing fee must accompany the paperwork.

By securing your name, you buy yourself more time to complete the other steps needed to file the Articles of Organization. Reserving your name in advance can bring you the peace of mind of knowing it’s already secured.

Finding a Matching Domain Name

When you’re coming up with a business name, remember to consider whether you can secure a matching domain name so that your future website can be easily found online. We have a tool to help you do a preliminary domain name search. Our domain name registration service can help you secure the online name that will best serve your company. We can also help you create a business website and provide domain name privacy.

Federal and State Trademarks

Even if the state approves your business name, that’s no guarantee that someone else hasn’t already claimed it with a federal or state trademark. To truly check to see if your business name is free of trademarks isn’t easy because there’s no one central place to check. Some businesses even employ an attorney specializing in trademarks to see if they’re in the clear.

You can take some measures yourself, like searching the trademark database on the U.S. Patent and Trademark Office website. This can help you see if someone’s already claimed a federal trademark on your desired business name.

State trademarks are applicable only within the borders of a state. The Maryland Secretary of State has a trademark search engine on its website where you can see if anyone has a state trademark on your desired LLC name. If you want, you can also apply for your own state trademark there.

In addition to checking these databases, it’s wise to do internet searches for your business name, including checking domain names, social media sites, and online phone directories.

Filing a DBA in Maryland

Something else you may want to think about is whether you’ll want a Maryland DBA name. A DBA or “doing business as” name is a name that’s different from your business’s legal name. DBAs are often used when a company wants to use a different name to introduce a new product line or store.

In Maryland, a DBA is referred to as a “trade name” and must be registered with the Maryland State Department of Assessments and Taxation for a fee. 

If your business changes after you’ve named it, you can also change your business name if needed.

Step 2: Appoint a resident agent in Maryland

Next, appoint a resident agent for your LLC. A resident agent (referred to in most other states as a “registered agent”) is an individual who receives legal correspondence on behalf of a business. Designating a resident agent is a requirement for every Maryland limited liability company.

Your resident agent must have a physical street address in Maryland. You can’t use a P.O. box or something similar because legal paperwork like notifications of lawsuits must be delivered in person. A Maryland resident agent must be available in person to accept such deliveries during normal business hours and then notify the LLC members.

Resident Agent Services

It might seem logical that you designate yourself or another member as the resident agent and use your residential or business address as the point of contact. While this is technically permitted, it’s a risky move. It could put you in the awkward position of being notified of a lawsuit in front of customers.

Hiring a professional registered agent service like ours can provide the following benefits:

• Avoiding embarrassing scenarios where you’re notified of a lawsuit in front of clients, employees, etc. 
• Ability to move your office location without having to update your resident agent address with the state.
• Freedom to leave the office because the Maryland resident agent must be present at the office during all normal business hours.

What if a process server can’t find my Maryland resident agent?

Serving as your own resident agent or appointing another member to be your agent might seem the simplest way to meet Maryland’s resident agent requirement. But think about what could happen if a process server is unable to find you or your appointed agent.

This can occur if your appointee is out of the office (for example, they’re meeting clients, taking a sick day, etc.) when someone needs to reach the agent. It can also happen if the resident agent moves or quits and you forget to update your paperwork with the state.

In addition to legal penalties for being out of compliance, failing to maintain a resident agent could mean that a process server can’t find you to notify you of a lawsuit. In that case, a lawsuit against the company could go forward without your knowledge, meaning you wouldn’t even have a chance to defend yourself.

Resident agent services can help you avoid this scenario.

Step 3: File Maryland Articles of Organization

File Maryland Articles of Organization for your LLC. Once approved, this step makes your LLC official in the eyes of the state.

Filing official government documents like this can be intimidating for many people, which is why we’re here. With our business formation plans, our professionals handle the filing for you to make sure it’s done correctly the first time. But, although we can handle this for you, we’ll show you how the process works below.

The Articles of Organization is filed with the Maryland Department of Assessments and Taxation to establish your business as a recognized legal entity. The Maryland LLC application form will ask you for the following information:

• The name of your LLC
• A description of the company’s purpose
• The address of the company in Maryland
• The name and address of the company’s resident agent (the resident agent must also sign the form)
• Your signature (as the filing party) and a return address

We offer a step-by-step process on how to file your Articles of Organization in Maryland.

Submit the Articles of Organization

The completed Articles of Organization can be filed online, by mail, or in person. Mail and in-person submissions can go to:

State Department of Assessments and Taxation
Charter Division
301 W. Preston Street, 8th Floor
Baltimore, MD 21201-2392

To file online, visit the Maryland EGov Business portal.

You’ll need to pay a filing fee of $100 to submit the Articles by mail. You can pay an extra $50 to have the process expedited to seven business days. The normal processing time is four to six weeks. Make checks out to the State Department of Assessments and Taxation.

If you file online, the process is automatically considered expedited, so you would pay $100 plus the $50 expedited process charge. Filing online is a much faster process, so the processing time is usually within seven days.

How to Amend Your Articles of Organization

If any of the original Articles of Organization information needs to be changed or updated,  your business is required to inform the state about the changes.

You would report these changes by filing paperwork with the Maryland Department of Assessments and Taxation. The type of paperwork will depend on what information you’re changing. For some guidance, see our page on amending your Maryland Articles of Organization and how to change your business name in Maryland.

If your Articles of Organization isn’t current, it could impact your ability to get a Maryland Certificate of Status. A Certificate of Status isn’t required to conduct business, but it’s important for things like expanding your LLC to other states, renewing certain licenses and permits, and attracting potential investors. 

Do you need help amending your Articles of Organization? We have an amendment filing service that can handle it for you, as well as our Worry-Free Compliance service, which includes two amendment filings every year.

Digitally store your Maryland LLC’s formation documents

If you have us file Articles of Organization for you, once the state approves your LLC in Maryland, your paperwork will be available from your ZenBusiness dashboard. There you can keep it and other important paperwork digitally organized.

Once you get your physical paperwork back from the state approving your new LLC, you’ll want to keep it in a safe location along with your other important documents, such as your LLC operating agreement, member certificates, contracts, compliance checklists, transfer ledger, etc. We offer a customized business kit to help you keep these important documents organized and looking professional.

Want help filing your Articles of Organization? We can help. Use our fast, reliable filing service to start your LLC in Maryland. We’ll handle the heavy lifting for you, so you can get back to building your dream business.

Step 4: Create an operating agreement

Make an operating agreement for your Maryland LLC. An operating agreement outlines who owns the LLC and how it will be run. Legally, you’re not required to submit an operating agreement with your Articles of Organization for your Maryland limited liability company.

That said, it’s considered best practice to put such an agreement in place. This is especially true if the LLC has multiple members. The LLC operating agreement reduces the risk of future conflict. It can be referred to in case of internal disagreements.

LLC Operating Agreement Details

These are the types of details you may include in the operating agreement:

• A list of the LLC members (owners) and the percentage of ownership of each
• Details regarding the rights and obligations of each member
• A step-by-step process for distributing business profits
• Guidance regarding changes to the LLC, such as bringing in a new member or what happens if a member wants to leave

In addition to helping to avoid internal conflict, an operating agreement is essential if you want to bring additional investors into your business. Most people want to ensure that a business is being run smoothly and according to set guidelines before they put money into it. When you can present a potential investor with your Maryland operating agreement, they have this assurance.

An operating agreement also further distinguishes you and the other members of the Maryland LLC from the business. It helps define you as independent owners of the business — people who are distinct from the business entity. This is important if the business gets into legal trouble.

Feeling unsure as to how to create an operating agreement for your LLC? You can help with that, too. We offer a customizable template to help get you started.

Do I need an operating agreement if I’m the only owner?

It may seem like most items in your operating agreement are intended to avoid disputes among the LLC members, so, if you’re the only member, you might wonder why you even need an agreement. But potential investors, future business partners, and others may want to see your operating agreement regardless.

The operating agreement can also specify what you want to happen to the LLC and its assets if you become unable to run the business.

Here’s another thing to consider: Someone could take an LLC owner to court to try to prove that the owner and the LLC are the same entity so that they can go after the owner’s personal assets in addition to the business’s. Should that happen, having an operating agreement in place is one more thing further demonstrating to the court that the business owner and the LLC truly are separate.

Step 5: Apply for an EIN

Apply for an Employer Identification Number (EIN). This is a nine-digit code, sort of like a Social Security number but for a company. The Internal Revenue Service (IRS) uses EINs to identify businesses. You may also see an EIN referred to as a FEIN (Federal Employer Identification Number) or FTIN (Federal Tax Identification Number).

Once your Articles of Organization and operating agreement are in place, it’s best to get an EIN for your Maryland LLC proactively. Among other things, It’s necessary if you hire employees or if you have multiple members. On top of that, there are practical benefits. For example, you can use your EIN to obtain a business bank account.

You can get your Maryland LLC’s EIN through the Internal Revenue Service website, by mail, or by fax. If you’d prefer not to deal with the IRS, we can get it for you. Our FEIN service is quick and eliminates the hassle.

Register an LLC in Maryland for business taxes

You’ll need to register to pay state taxes to the Maryland government. You can register to pay the following taxes and get the following licenses using the Maryland Business Express website:

• Sales and use tax license
• Employer’s withholding tax account
• Unemployment insurance account
• Admissions and amusement tax account
• Tire recycling fee account
• Transient vendor license
• Motor fuel tax account
• Alcohol tax license
• Tobacco tax license
• Transportation network company

This isn’t a comprehensive list. Which of the above licenses and tax registrations you’re required to have will depend on the nature of your business and whether you have employees. You can learn more about your tax obligations on the Comptroller of Maryland website.

Can filing as an S corp lower my taxes?

The LLC business structure is known for its flexibility, and that extends to how you can choose to have your LLC taxed.

An LLC has pass-through taxation by default. Most LLC owners like this because it avoids “double taxation,” in which a corporation pays taxes at both the business level and again when the income is distributed to the individual owners. But some LLCs prefer to be taxed as a C corporation or an S corporation because, in their case, it works to their advantage.

Being taxed as a C corporation does mean you get double taxation, but, for certain LLCs, the pros sometimes outweigh the cons. One major benefit is that C corporations have the widest range of tax deductions, which could be an advantage in some scenarios, especially for more profitable LLCs. For instance, employee insurance premiums can be written off as a business expense.

S corp (short for “Subchapter S Corporation”) refers to a tax status geared toward smaller businesses. Having your LLC taxed as an S corp has pass-through taxation like a standard LLC, but it has another potential advantage for some LLCs: It could reduce what you pay in self-employment taxes. 

Self-employment taxes are the taxes earmarked for Social Security and Medicare. In a typical LLC, you would pay these on all of your profits.

But filing as an S corp allows you to be an “employee-owner” and split your income into your salary and your share of the company’s profits. In this way, you pay employment taxes on your salary, but not self-employment taxes on your profits. (You’ll still pay any other applicable taxes on your LLC profits, of course.)

One drawback is that the IRS scrutinizes S corps more closely, meaning you’re more likely to get audited. S corps also have more restrictions for qualifying.

Remember, though, that taxes are complicated and vary greatly from business to business. Though it’s possible that one of the above options could work better for your LLC, consult a tax professional to see which taxing method works best for your Maryland business.
If you decide to form your LLC with an S corp status, our S corp service can simplify the process for you.

Step 6: File a beneficial ownership information report for your LLC

The arrival of 2024 brought with it a new requirement for LLCs and other small businesses: filing a beneficial ownership information report, or BOI report. This requirement, introduced by the Corporate Transparency Act, aims to counteract financial crimes like money laundering through shell corporations by requiring businesses to disclose information about their beneficial owners.

A beneficial owner is anyone who receives large economic benefit from the LLC’s assets, exerts substantial control over the business, or holds 25% or more of the LLC’s ownership interests. For each beneficial owner, you’ll be asked to provide the name, address, and identifying documents on your BOI report. 

You can submit your BOI online or by PDF upload with the Financial Crimes Enforcement Network (FinCEN) website. If you create your LLC in 2024, you’ll have to file the BOI report within 90 days of Maryland approving your Articles of Organization. LLCs created prior to 2024 will have until January 1, 2025, to file. Any LLCs that start in 2025 and beyond will have 30 days after approval to file. You can read more about due dates and filing procedures on FinCEN’s website. 

If you need help, our BOI report filing service can streamline this step for you.

Additional Steps After Filing Your LLC

Even after you officially register your Maryland LLC, there’s still work to be done. Here are some of the most important post-formation steps to tackle. 

Open a business bank account for your Maryland LLC

Once you’ve secured an Employer Identification Number, you’ll be able to open a business bank account. Having separate accounts for your business and your personal banking is critical for sorting out your finances at tax time and helps you avoid commingling funds. Commingling funds not only makes your taxes more difficult, but it could also be used against you if someone takes you to court to challenge whether you and your LLC are truly separate entities (that is, they want to sue you not just for your business assets, but also your personal assets).

We offer a discounted bank account for your new business. This allows for unlimited transactions, online banking, a debit card, and more. When you want to authorize others in your business to use the account, we offer a banking resolution template to simplify the process. It may also be a good idea to get a business credit card so you can start developing a credit history.

For further help managing your new business’s finances, try ZenBusiness Money. It can help you make invoices, receive payments, and transfer money all in one place. With a few clicks, you can track, categorize, and manage your expenses and small business tax deductions.

Business Licenses and Permits

There’s a very good chance that your LLC will need at least one license or permit, and it’s your responsibility to get them. The Maryland Department of Labor notes that almost all businesses will need to get a general business license, administered by their local clerk of the circuit court. 

It’s also common to need an industry-specific license or permit, but these requirements vary from business to business. Our business license report can help with this step. 

Insurance Requirements

Protecting your business from unknown and unexpected hazards with insurance is a smart investment. For most businesses, at least signing up for general liability insurance is helpful. If you have employees, you’ll need to get a workers’ compensation insurance policy. Auto insurance is also a good idea if you have a company vehicle.

Every business has different insurance needs, risk tolerance, and budget flexibility, so what policy works for your friend’s business won’t necessarily fit yours.

Why form an LLC?

Many entrepreneurs prefer the limited liability company structure because it presents a lot of benefits. Let’s chat through a few of the perks you can enjoy.

Limited Liability Protection

The owners (members) of an LLC are usually protected from any debts or liabilities that the LLC accrues. Their personal assets typically can’t be seized to pay for a business debt. 

This is different from a sole proprietorship or partnership. Since these unregistered business entities are legally indistinguishable from their owners, they don’t offer personal asset protection. If a sole proprietor or partner incurs a debt that they can’t pay from the business assets, a creditor can come after their home, car, or personal savings to make up the difference. 

Tax Flexibility

By default, an LLC is taxed as a pass-through entity, meaning the business’s tax liabilities are “passed through” to the owners. The owners report their share of the business income on their personal tax returns and pay the appropriate tax. In many cases, this results in a lower tax burden, but not always.

An LLC can elect a different tax status, though, including C corporation status or S corporation status. For some businesses, these status choices can result in a lower tax burden. The luxury of an LLC is that you have choices.

Note: taxes are notoriously complicated. When deciding on a tax structure, it’s highly recommended to consult with a tax attorney or CPA for help.

Operational Flexibility

An LLC is relatively simple to run and maintain; it doesn’t have requirements that are as strict as a corporation. You also have some freedom to elect your business’s management structure if you draft your own operating agreement.

Cost of Forming a Maryland LLC

Every business has slightly different start-up costs, but here are some of the most common ones you can expect to budget for:

• Articles of Organization: currently $155, but can rise if filing is expedited
• Registered Agent Service Fee: typically ranges between $100-$300 per year
• Annual Report Fee: $300 every year
• Business Licenses and Permits: Varies, including initial application fees and renewal fees
• Legal, accounting, and other services: Vary widely

These costs are estimates and can fluctuate at any time; always refer to the most current state guidelines for accurate figures.