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Maryland Articles of Incorporation For a Close Corporation |
The Maryland Articles of Incorporation For a Close Corporation fulfills the Maryland Department of Assessments and Taxation’s registration requirements for the incorporation of a close corporation (where there is a small number of people managing and profiting from the corporation). In order to form this entity you will need to provide several pieces of basic information which this form will provide. Other forms of documentation or information may be required depending upon the nature of your corporation thus, it is strongly recommended to consult an attorney or accountant before forming such an entity. Especially, if one must expand past these articles. All documentation and the Maryland Articles of Incorporation for a Close Corporation must be accompanied by full payment of all applicable fee. The minimum to be covered is a $100.00 Filing Fee and the $20.00 Organization and Capitalization Fee. Other optional fees such as $5.00 for having documents returned or $50.00 for 7 day expedited processing may apply. If the corporation has more than 5,000 non par value shares or if the aggregate par value of stock is greater than $100,00.00, you may be responsible to pay a different fee. If this is the case call the Maryland Department of Assessments and Taxation at (410) 767-1340 for the fee amount. You may pay by cash, check, money order, or credit card depending upon the mode of submission. If dropping off you may pay by cash, check, or money order. If submitting by mail, you may pay by credit card or money order. If you are filing online, you may pay by credit card. Checks and money orders must be made payable to “Maryland Department of Taxation.” The address for mailing or dropping off the submittal package is State Department of Assessments and Taxation, Charter Division, 301 W. Preston Street, 8th Floor, Baltimore, MD 21201-2395. If you wish to file online you must go to: https://egov.maryland.gov/businessexpress and be prepared to pay a 3% convenience/processing fee in addition to the Filing and other applicable service fees.
How To File
Step 1 – You must obtain a blank copy of the Maryland Articles of Incorporation. You may open or download one here: Maryland Articles of Incorporation for a Close Corporation. You may fill this out using a PDF program on screen or you may type in the answers after printing the form. Hand written articles will be rejected.
Step 2 – In the First Article, provide the Full Name of each Incorportor on the first blank space. Then on the second blank space, of the same paragraph, report the Full Address (this must be a valid mailing address) of each Incorporator listed.
Step 3 – In the Second Article, report the Full Name of the corporation as it should be known. This must be a unique name in the Maryland State Department of Assessments and Taxation and must bear one of these suffixes: Corporation, Corp., Incorporated, Inc., Limited, Ltd.
Step 4 – In the Third Article, write out the purpose of this corporation. That is, why it is being formed and how it will conduct business in the State of Maryland.
tep 5 – In the Fourth Article, report the Full Address of the Principal Office. This must be a physical location thus, it must be a Street Address (Building Number, Street Name/Number, Site Number, City, State, Zip Code). This address must be in the State of Maryland.
Step 6 – In the Fifth Article, enter the Full Name and Full Street Address of the Resident Agent. This must be the physical location of the Resident Agent and must be in the State of Maryland. The Address may not contain a P.O. Box Number and the Resident Agent may not be the corporation being formed by these articles.
Step 7 – In the Sixth Article, enter the Total Number of Shares this corporation has been authorized to dispense on the first blank line then the par value of each share on the second blank line. If there are no par value shares then enter the number “0” on the second blank line. The number of shares may affect the filing fee imposed on the filing entity. (If the aggregate par value is greater than $100,000.00 or there are more than 5,000 non par value shares you must call (410) 767-1340 to obtain the Filing Fee for this corporation’s articles.
Step 8 – In the Seventh Article, list the Full Name of the Initial Director of this corporation.
Step 9 – In the Eighth Article, every Incorporator listed in the First Article must sign his/her Name below the words “Signature(s) of Incorporator(s).
Step 10 – The Ninth Article will be located to the right of this. Below the words “Signature of Resident Agent listed in Fifth,” the Resident Agent named in the Fifth Article must sign his/her Name.
Step 11 – The last section is located under the words “Filing party’s return address,” here, you must provide the Full Name and Address of the Filing Party where these articles may be returned.
Step 12 – When it is time to submit the Maryland Articles of Incorporation for a Close Corporation along with any required paperwork (i.e. other filings), you must include Full Payment for all applicable fees. The Standard Filing Fee for the Maryland Articles of Incorporation for a Close Corporation is $100.00. This is assuming the corporation being filed has an aggregate par value less than $100,000.00 or, if there is no par value, less than 5,000 shares. If this is not the case, you must call the State Department of Assessments and Taxation at (410) 767-1340 for the appropriate filing fee. There will also be an Organization and Capitalization Fee of $20.00. The minimum payment for filing these articles would be $120.00 unless otherwise indicated. You may choose to expedite these articles to 7 day service for an additional $50.00, though this is optional. All checks and money orders must be made out to “State Department of Assessments and Taxation.” You may mail or drop off the Maryland Articles of Incorporation for a Close Corporation to this address:
State Department of Assessments and Taxation, Charter Division
301 W. Preston Street, 8th Floor
Baltimore, MD 21201-2395
How To File Electronically
Step 1 – Go to the Maryland Express home page at https://egov.maryland.gov/businessexpress. From here, locate the text box labeled “Username.” Input your Maryland Business Express Username in this box then enter your password in the text box below it. Then click on the button labeled “LogIn.”
Step 2 – In order to begin the process of filing for a Close Corporation, locate the link labeled “Close Corporation File Articles of Incorporation for a Close Corporation.”
Step 3 – The Corporate Name page will require you enter the Name you wish the corporation to bear and operate under in the first text box. Afterwards, use the drop down menu to indicate the preferred suffix for your corporation. You must select one of the suffixes (Corporation, Incorporated, Limited, Corp., Inc., or Ltd.). Once this is done, click on the “Continue” button to proceed to the next page.
Step 4 – The Business Address(s) page will give a place where you may document the Principal Office Address for this corporation. This is the physical location of the office thus, P.O. Boxes will not be acceptable. If the corporation has a separate Mailing Address, select the box next to the words “Check the box if mailing address is different from above.” This will open a separate area. In the first area enter the Building Number, Street, and Site Number in the Address boxes. Then report the City and the Zip Code. If there is a separate address where the corporation receives mail, you may enter it in the fields below the checked box.
Step 5 – In the section labeled, Contact Information, document the Email Address and the Phone Number (in that order) in the two fields provided.
Step 6 – Next, under the Corporate Activity section, write a few sentences describing the purpose of this corporation and its intended activities in Maryland. Once this is done, review your information then select the button labeled “Continue.”
Step 7 – Now, it is time to report the identity of the Incorporators who are forming this Close Corporation. First, locate the button labeled “Add Incorporator.” This will open a pop-up window where you may input one Incorporator’s information. You may add as many Incorporators as appropriate. For each one, enter the First Name, Last Name, Address 1 (Building Number, Street), Address 2 (Site Number), City, State, and Zip Code. Then click on the button labeled “Save.” When you have entered this information for all the Incorporators, select the button labeled “Continue.” This will open the Director page.
Step 8 – Locate the button labeled “Add Director,” in the section labeled “Director.” This will open a similar pop up window as the screen before. In this pop up window, report the First Name, Last Name, and Full Address for a Director then select the button labeled “Save.” Enter this information for each Initial Director at the time of this corporation’s formation. Once you have done this, select the “Continue” button.
Step 9 – The Resident Agent page is where you will enter the Address information for the party who may receive service of process documents whenever the close corporation being formed by these articles is called to court. Every Maryland corporation must have a Resident Agent who maintains an address in the State of Maryland. This may be an adult or a business entity but may not be the corporation being formed. First, use the dropdown menu to indicate what type of Resident Agent has been appointed by the corporation this filing shall create. Indicate if this is an Individual, Maryland Corporation, or Maryland LLC.
Step 10 – Now enter the Building Number and Street where the Resident Agent is located in the Field labeled “Address.” You may enter the Site Number in either “Address” or “Address 2.” Then enter the Maryland City where the Resident Agent is located in “City” and the Zip Code where the Resident Agent maintains an Address in “Zip Code.” Select “Continue” once this is done. Note: Due to a new Maryland law, you may only appoint one Resident Agent. A pop up window will asking if you are ready to delete any other Resident Agents reported. Select “Yes Continue.”
Step 11 – You must report stock information here, on the “Shares” page. In the first text box, report the Total Number of Shares this corporation is authorized to issue. Next, report the value of each share in the field labeled “Par Value Per Share.” Make sure the information you have entered is correct then select the “Continue” button.
Step 12 – The “Close Corporation Summary” page gives an opportunity to review the information you entered for the Corporate Name, Business Information, Incorporator(s), Director(s), Resident Agent, and Shares of Stock pages. You may use the “Edit” button in each section to correct any inaccurate information. You may choose to view this as a PDF if you prefer by selecting the “View PDF” button at the bottom of this page. Once you have confirmed this information, select the button labeled “Proceed to Certification.”
Step 13 – The Close Corporation Certification page will require confirmation the conditions of submitting this form. In the “Incorporator(s)” section, one of the listed Incorporator(s) must check the box labeled “By checking the box I certify that I am the person(s) whose name appears above…”
Step 14 – Next, in the “Resident Agent” section, the Resident Agent listed must check the box next to the words “By checking the box I certify that I am the Resident Agent…”
Step 15 – The “Filing Party” section will require information about the individual physically submitting this form to the Maryland State Department of Assessments and Taxation. In this section, the submitter must report his/her Title, First Name, Last Name, and Full Address.
Step 16 – If you would like a Certified Copy of these articles then select the box in the “Certified Copy” section. If not, you may leave this blank. Once you are ready, select the button labeled “Certify and Save for Payment.”
Step 17 – This page will have several options, you may file other forms, view your articles as a PDF or continue to checkout. The articles are saved but are not considered submitted until payment has been successfully submitted as well. Under the heading, “Articles of Incorporation,” select the link labeled “Submit Articles of Incorporation.” This will direct the browser to an area where you may review the fees.
Step 18 – There will be three minimum fees to pay, the Filing Fee is $100.00. The Department of Assessments and Taxation Expedited Fee is $50.00, and the Convenience Fee is $4.50. You must have the funds to pay for this. If you elected to have a Certified Copy sent to you there will be an additional fee of $5.00. When you are ready, select the “Make Payment” button. You will be able to submit your payment information on the next page.
