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Maryland Articles of Incorporation for a Stock Corporation. |
The Maryland Articles of Incorporation for a Stock Corporation is necessary submission to the Maryland Department of Assessments and Taxation when an incorporating entity wishes to form and operate in compliance with Maryland State Laws. This may be filed by mail, in person, or online depending on your needs and will require a full payment of all applicable fees when it is submitted.
You may submit the Maryland Articles of Incorporation for a Stock Corporation by mail or in person to State Department of Assessments and Taxation, Charter Division, 301 W. Preston Street, 8th Floor, Baltimore, MD 21201-2395. This must be received with a full payment of all fees. The minimum payment due with the articles of incorporation is a Filing Fee of $100.00 and a $20.00 oragnization and capitalization fee (total $120.00). For an additional $5.00 you may have the documents returned to you. Typically it may take up to 8 weeks for the filing to be processed however you may opt for Expedited Processing which will expedite the process to seven business days. This will carry an additional fee of $50.00 for each document being filed. Online documents will be processed within 7 business days (as they are considered expedited). Filing electronically will require a 3% service/convenience fee. You may file electronically here: https://egov.maryland.gov/businessexpress which will require a login. The amount and value of your stock may also affect the filing fee. That is if the aggregate par value of stock is greater than $100.00 or if you there are more than 5,000 non par value stock has been authorized you must contact the Maryland Department of Assessment and Taxation at (410) 767 – 1340 for the filing fee.
How To File
Step 1 – Download the Maryland Articles of Incorporation by selecting the link above labeled “Download Form.” You may either use a PDF program to open and enter the information or you may print it then type the information in. You may not enter information onto this form by hand.
Step 2 – List the Name and Address of each Incorporator in the First Article. Enter the Name(s) on the first blank space, then enter the Address(es) ont the second blank space. This must be an individual who is over the age of 18 and the address must be a valid Mailing Address (Building Number, Street, Site Number (if applicable), City, State, Zip Code).
Step 3 – The Second Article requires the Full Name of the corporation being formed to be reported. This must be the exact name the entity will operate as in the State of Maryland and must contain the word “Corporation,” “Incorporated,” or “Limited” in the corporate name. Note: You may substitute the word of incorporation used with its abbreviation (ie. Corp., Inc., Ltd.).
Step 4 – In the Third Articles, write out a description of how this business will operate in the State of Maryland on the blank lines provided.
Step 5 – In the Fourth Article, enter the Full Address of the Principal Office or Place of Business. That is, where the corporation being formed will be located in Maryland. You may not use a P.O. Box for this address, you must report the physical street address of this location.
Step 6 – In the Fifth Article, list the Full Name of the Resident Agent on the first blank space available. This is the individual or corporation that has consented to receieving service of process on behalf of the corporation being formed (for instance, in the event the corporation is sued). Then on the next available space enter the physical location of the Resident Agent. This should be a Street Address consisting of Building Number, Street, Site Number, City, State, and Zip Code. This must be an address in the State of Maryland.
Step 7 – On the first blank space in the Sixth Article, enter the Total Number of Shares the corporation being formed may issue. Then, on the second blank space, enter the par value per share. If there is no par value then enter “0”. Note: If the aggregate par value is greater than $100,000.00 or if there are more than 5,000 non par value stock, you must contact the Department of Assessments and Taxation for the appropriate filing fee at (410) 767 – 1340
Step 8 – On the first blank space in the Seventh Article, report the Initial Number of Directors. Then on the blank lines below, provide a list of the Full Name of each Director.
Step 9 – The next and final section, beginning with the words “In Witness Whereof” bearst the Signature Lines for the Incorporator. Each Incorporator must sign his or her Name. These signatures must correspond with the parties listed in the First Article. To the right of the Incorporator Signature Line, the Resident Agent must Sign his/her name in acknowledgement of their acceptance to the responsibility of this title on the Resident Agent Signature Line provided below the verification parapgrah. Below these signature areas, report the Filing Party’s Full Name and the Full Mailing Address this document may be returned to.
Step 10 – Next you must organize your documents. Make sure any attachments are properly labeled. You must also arrange for Full Payment of all applicable fees. The Filing Fee for the Maryland Articles of Incorporation for a Stock Corporation is $100.00 unless it is adjusted due to the value or amount of shares authorized. The Organization and Capitlization Fee is $20.00. Thus, the minimum payment is $120.00. Optional fees include requesting the documents be returned after processing ($5.00) or expediting the filing process to 7 days ($50.00/Filing). Make all checks or money orders payable to “State Department of Assessments and Taxation.” You may mail or drop off your submittal package and full payment to:
State Department of Assessments and Taxation
301 W. Preston Street, 8th Floor
Baltimore, MD 21201-2395
How To File Electronically
Step 1 – Go to egov.maryland.gov/businessexpress then, login. If you do not have a login you must create one. Once you have provided your Username and Password, select the link labeled “Log In.”
Step 2 – Select the link labeled “Create New Business Filing(s)” under the heading “Account Home.”
Step 3 – Read the introduction at the top of the page, then select the radio button labeled “Stock Corporation” from the list below the box labeled “Important.” This will solidify the type of entity you are about to form.
Step 4 – The next page, “Corporation Name,” require you enter the Full Name of the corporation being formed in the text box labeled “Corporation Name.” Then, you must the dropdown menu, beside the word “Suffix,” to select the appropriate word of incorporation you wish used (you may choose Corporation, Incorporated, Limited, Corp., Inc., or Ltd.).
Step 5 – There will be three sections on this page that require attention: Business Address(s), Contact Information, and Corporate Activity. In Business Address, report the Street Address of the Principal Office. Do this by entering the Building Number and Street in the filed labeled “Address 1,” the Site or Suite Number in “Address 2” (if applicable), and the City and Zip Code in the boxes labeled “City” and “Zip Code” (respectively). This must be where the Principal Office is physically located. If the Principal Office has a different Mailing Address (i.e. a P.O. Box), then select the box labeled “Check box if the mailing address is different from above.” Once you do, a new area for the Mailing Address to be entered with comparable fields. You may enter the Mailing Address in this new area.
Step 6 – In the section labeled “Contact Information” there will be two text boxes (labeled “Email Address” and “Phone.” Here enter the Email Address where the individual who would correspond with the State Department of Assessments and Taxation regarding this filing may be reliably reached. Then in the “Phone Number” box, enter the main Phone Number used by the Contact who will receive any inquiries regarding these articles.
Step 7 – In the text box under the heading “Corporate Activity,’ enter the purpose of forming this corporation. Also, include a sentence or two about how this corporation will conduct its business in the State of Maryland. Once you have done this select the button labeled “Continue”
Step 8 – The Incorporators page will require the Name and Address of the Incorporators of this corporation. That is, who is forming this entity. First, select the blue button labeled “Add Incorporator.” This will open a pop up window where you with several fields requiring attention: First Name, Last Name, Address 1, Address 2, City, State, and Zip Code. Enter the information for one Incorporator in this pop up window then select the button labeled “Save.” If there are more than one Incorporator, you may add them by simply selecting the button labeled “Add Incorporator” again. Once you have added all Incorporators you may review them in the table that appears each time you save one. If all the information is correct, then select the button labeled “Continue.”
Step 9 – The next page is the “Directors” page. Here, much like the Incorporators” page, you will need to input the Name and Address of each Director. Select, the “Add Director” button then, in the pop up window that appears, enter the First Name, Last Name, Address 1, Address 2, City, State, and Zip Code fields for one Director. When you have done this select the “Save” button. From here, you may either review the information in the table provided, select “Add Director” to add another individual’s information, or select “Continue” to go to the next section. If all the Directors have been reported, select the button labeled “Continue.”
Step 10 – This is the Resident Agent page. Due to some new laws in Maryland, you may only select one Resident Agent for your corporation. This is the party that shall receive service of process and other court documents that must be delivered in the case this corporation is called to appear or is sued. This must be a resident of Maryland and must either be an adult or a company other then the corporation being formed. First, in the drop down menu labeled “Resident Agent is” you must indicate if the Resident Agent is An Individual, A Maryland Corporation, or A Maryland LLC. Then, enter the Full Address of the Resident Agent. You must fill in the Address 1 (and if necessary Address 2), City, and Zip Code fields. When you have done this, select the button labeled “Continue.” (Note a pop up window will appear warning that if another Resident Agent has been entered, only the most recent one will be used. Select “Yes, Continue.”
Step 11 – The Shares page will require two pieces of information. In the first box, enter the Total Number of Shares this corporation has been authorized to issue. Then, enter how much each share is worth in the box labeled Par Value Per Share.
Step 12 – Next you will be given a chance to review, and if necessary, edit your previous information in a summary page. If you wish to edit simply select the “Edit” button in the section you desire to update. Once you have verified all information is correct select the button labeled “Proceed to Checkout.” This will give you an opportunity to review the rest of the information you have entered.
Step 13 – Here, you will have an opportunity to review the rest of the information you entered. If you would like to receive a certified copy of the Articles of Incorporation you are submitting then select the box at the bottom of the page under the heading “Certified Copy.” Then, select the button labeled “Certify and Save for Payment.” This will save your work.
Step 14 – From here you may either, select one of the optional filings, view the articles you are going to submit, or proceed to check out. Filing multiple articles at once may save on fees. If you are ready to submit these articles, select the link labeled “Proceed to Payment and Submit.” Your articles will not be submitted until the payment process has been completed successfully.
Step 15 – From here you may view the fees involved and a PDF of the Articles of Incorporation. The full payment for the Maryland Articles of Incorporation for a Stock Corporation when filing online is $154.50 (Filing Fee + MD Assessments and Taxation Fee + Convenience Fee). If this is correct then select the button labeled “Make Payment” this will guide you to a screen where you may enter your credit card information. The Maryland Department of Assessments and Taxation will process online submittals in seven days. Note: If you selected the box indicating you would like a certified copy, there will be an additional fee of $5.00 added to the total.
