The process by which one incorporates domestically in Maryland has a specific flavor regardless of which corporation type you are endeavoring to create. You must first ensure that your desired operating name is legal and available (more on this below). After this, you must create an account with Maryland’s one-stop entity portal Business Express through which you will do all of your filing and paying-of-fees. The amount due to the Department of Assets and Taxation (DAT) for filing depends on the corporation type but can range from $170 (Stock, Close) to $220 (tax exempt non-stock). In either case the payment can be made through Business Express by either credit card or electronic check. Finally, you must decide whether you will file with original documents of your own or whether you will allow Business Express to render the proper documentation for you based solely on the information you provide. The two processes differ slightly, though this will be accounted for in the step-by-step tutorial.

As mentioned above, a unique name is necessary for incorporation. Unfortunately for incorporator-hopefuls, Maryland provides no formal entity name availability search, nor do they offer a formal name reservation process. Your one recourse is to cross-reference your desired name with the results it yields within the Business Entity Database.

How to File a Stock Corporation

Step 1- Navigate to the Business Express login page and enter your account credentials in the fields provided. Select login once completed.

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Step 2- To the left of the page there will be a table with many links and options regarding business practices in Maryland. Select create a new business filing under the subheading Account Home to continue.

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Step 3- Indicate your preferred business type at this juncture by selecting Stock Corporation and then save & continue to continue.

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Step 4a- As mentioned above, you must now decide whether to file with original documentation or to allow Business Express to render the proper documents for you. For the purposes of this tutorial we will be examining the latter process first. If you intend to file with original documents please skip the next few steps and continue on to Step 5a. Select will use the online forms and then save & continue to continue.

md-corporation-stock-2aStep 4b- Enter the name you intend to operate under into the provided field and select a suffix. Select search names to continue.

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Step 4c- You must now input some basic data concerning your corporation, such as its principle address, principle contact information (email address and phone #), and purpose of business. Once finished select continue.

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Step 4d- You must now add at least one incorporator to your filing. For each incorporator you wish to add you must select add incorporator and then input their name and address into the pop-up window (shown below). Once complete, select save to continue.

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Step 4e- You must now add a resident agent to your filing. To do so select the type of agent you will operate with and then input their basic identifying information such as its address and, in the case of an individual acting as a resident agent, its full legal name. Select save & continue to continue once complete.

md-corporation-stock-10amd-corporation-stock-9aStep 4f- Indicate at this juncture the number of shares you intend to make available, as well as the par value per share in USD. Once finished select save & continue.

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Step 4g- As you did with incorporators, you must add at least one director to your filing. To do so select add director and then input the required information into the pop-up window (displayed below). Once complete select save.

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Step 4h- Business Express will now present you with a summary of your information thus far. If it looks okay to you, select proceed to certification.

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Step 4i- You must now certify your filing. Think of the certification process as the amalgamation of the binding signatures, in digital form, that would be required for any official document submitted in person. Have the incorporator(s) and resident agent e-sign, enter the requested information for the filing party, and indicate if you would like a certified copy of your filing, and then select certify and proceed.

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Step 5a- So you’ve decided to file with original forms! Assuming your forms have been drafted and filled out correctly the process should be even simpler than using the form-generator. Select I will upload my own documents and then save & continue.

md-corporation-stock-2bStep 5b- Enter the name you are planning on operating under, choose a suffix, and select search names.

md-corporation-stock-3bStep 5c- You will now need to enter the following data into the form as regards your corporation:

  • Principle business address
  • Email address
  • Phone number
  • Resident agent type
  • Resident agent identifying information
  • Resident agent address
  • Number of shares
  • Par value per share

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md-corporation-stock-7bSelect save & continue when finished.

Step 5d- You will be expected to upload your documents as one inclusive PDF file from your computer at this point. Add a short description and select save & continue to continue.

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Step 5e- Review the summary of your filing that Business Express has generated and, if correct, select save for payment to continue.

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Step 6- As you can see, your filing is complete and awaiting fee payment before the DAT will review it. Select proceed to payment to move towards paying the fees associated with incorporating.

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Step 7- Review the official invoice the DAT has generated and select make payment if you assent.

md-corporation-stock-12bStep 8- Finally, submit all required payment information to the DAT fee payment system and await your judgement from the DAT.

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How to File a Tax Exempt Non-Stock Corporation

Step 1- To begin, navigate to the Business Express login page and enter your login information into the login fields. Select login once completed to continue.

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Step 2- Once at the home page select create a new business filing under the subheading Account Home to continue onto the filing process.

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Step 3- You will now need to select Tax Exempt Non-Stock Corporation and, subsequently, save & continue to continue on.

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Step 4a- As mentioned in the introduction, you have the option to file with original forms as well as forms that Business Express will generate for you. We will explore the latter option first, so if you intend to file with original forms continue on to Step 5a. For online form filing, select will use the online forms and then save & continue to continue.

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Step 4b- Enter your desired corporation name, including suffix, and select search names to continue.

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Step 4c- Submit the following basic information regarding your corporation at this juncture:

  • Principle Address
  • Phone Number
  • Email Address
  • Description of Corporate Activity

md-corporation-stock-4amd-corporation-stock-5amd-corporation-tenonstock-6aSelect continue once complete.

Step 4d- You will now be required to add at least one incorporator to your filing. To add an incorporator you must first click add incorporator and then submit their information into the pop-up window (shown below). Once complete, select save to continue.

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Step 4e- Decide which type of resident agent you will have and indicate as such. Once you’ve made this distinction, input the requested information and select save & continue to continue on.

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Step 4f- Just like you did with the incorporators, the DAT now expects you to add at least one director to your filing. Select add director and submit the required info into the pop-up window (displayed below) to complete the process. Once finished select save.

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Step 4g- The DAT requires your corporation to officially sign off on the provisions shown below which basically define the nature of a non profit entity. Select save & continue if you agree to continue with the application.

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Step 4h- Business Express will now present you with a complete summary of your corporation filing thus far. If it looks okay to you, select proceed to certification.md-corporation-tenonstock-14a

Step 4i– Finally, you must certify your filing. This is essentially the same as providing a signature would be for a hard-copy document. Have the incorporator(s) and the resident agent e-sign, submit the information for the filing party, and indicate whether you would like a certified copy of your filing before selecting certify and proceed to finish.

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Step 5a- These next few steps are for individuals who are filing with original forms. Skip to Step 6 if you filed using the online forms. Select I will upload my own documents and then save & continue.

md-corporation-tenonstock-2b Step 5b- Enter your desired operating name and suffix before selecting search names.

md-corporation-stock-3bStep 5c- Submit the following data regarding your corporation:

  • Principle business address
  • Email address
  • Phone number
  • Resident agent type
  • Resident agent identifying information
  • Resident agent address
  • Number of shares
  • Par value per share

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md-corporation-tenonstock-6bSelect save & continue when finished.

Step 5d- At this point you will have to upload a pdf consisting of the original documents you wish to file with. Select save & continue to continue once the file has been uploaded and a brief description has been submitted along with it.

md-corporation-tenonstock-8bStep 5e- Finally, review the filing as it is presented to you and, if everything is in order, select save for payment to continue.

md-corporation-stock-10bStep 6- Select proceed to payment to continue to the DAT payment process.

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Step 7- You will be presented with an invoice by the DAT. Select make payment if you assent.

md-corporation-tenonstock-20aStep 8- To finish the entire process off simply enter your payment information and make your payment. The DAT will be in touch once the payment has gone through regarding the status of your filing.

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How to File a Close Corporation

Step 1- To begin, login to Business Express by entering your login credentials into the provided fields and selecting log in.

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Step 2- Select the create a new business filing under the subheading Account Home to the left of the page to begin the filing process.

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Step 3- Select Close Corporation and then save & continue to successfully indicate that this is indeed the type of corporation you intend to form.

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Step 4a- Individuals filing with online forms will reference the following Step 4 sub-steps to complete their filing. Individuals looking file with original forms should skip to Step 5a for the guide specific to their filing preference. To continue, select will use the online forms and then save & continue.

md-corporation-close-2aStep 4b- Enter your corporation’s desired operating name, including the suffix, and select search names to continue.

md-corporation-stock-3aStep 4c- Submit the following data and select continue to continue:

  • Principle address
  • Phone number
  • Email address
  • Business description

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Step 4d- The DAT requires that your filing include at least one incorporator. To accomplish this, select add incorporator and, subsequently, input his or her information into the pop-up window (shown below). Once complete, select save to continue.

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Step 4e- At this juncture you will need to add the information relevant to the resident agent you have chosen to work in cooperation with your corporation. Select save & continue to continue once complete.

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Step 4f- Indicate both the number of shares and their par value (per share) to complete this section. Select save & continue once finished.

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Step 4g- Similar to the requirements the DAT has in place regarding incorporators, you will be expected to add at least one director to your filing. To do so, select add director and then input the required information into the pop-up window (displayed below). Once complete select save.

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Step 4h- Business Express will now present you with a summary of your information thus far. If everything is in accord select proceed to certification.

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Step 4i- You must, at this point, certify your filing by having the incorporator(s) and resident agent e-sign the form displayed below. Think of this as a binding digital signature. Once complete, submit some basic information about the filing party, indicate whether or not you would like a certified copy of the filing, and select certify and proceed. Skip to Step 6.

md-corporation-stock-15amd-corporation-stock-16amd-corporation-stock-17amd-corporation-stock-18aStep 5a- Individuals filing with original forms must indicate as such at this juncture. Select I will upload my own documents and then save & continue to make this preference official.

md-corporation-close-2bStep 5b- To begin, submit the name you now know to be unique and available into the provided field. Select the suffix of your choice and then click search names to continue.

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Step 5c- You are now required to enter the following data regarding your corporation:

  • Principle business address
  • Email address
  • Phone number
  • Resident agent type
  • Resident agent identifying information
  • Resident agent address

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md-corporation-stock-6bSelect save & continue when finished.

Step 5d- It is at this point that you may upload the original documents you earlier opted to use during the filing. To do so select choose file and select the PDF which consists of your files from your computer’s hard drive. Once finished, write a brief description of the uploaded file and select save & continue to continue.

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Step 5e- Finally, you will be presented with a summary of the filing. If it looks good to you, select save for payment to continue.

md-corporation-stock-10bStep 6- If you are prepared to pay now select proceed to payment.

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Step 7- The DAT will provide you with an invoice, such as the one below, before the enable you to make the actual payment. Select make payment if you assent to the terms of the invoice.

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Step 8- Finally, submit all required payment information to the DAT fee payment system and await your judgement from the DAT.

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Tips

EIN – You must obtain an EIN, or Employment Identification Number, from the IRS as soon as possible once your corporation’s filing has been accepted in order to conduct any and all financial activities. This number is issued to each employer operating in the United States that pays employee taxes. Consider it the corporate equivalent to a SSN. You can acquire this number online or through the mail by printing off the PDF Form SS-4.

Corporate Bylaws – You are required by Maryland law to draft and complete a corporate bylaws document which will outline the basic financial and organizational aspects of your corporation for all relevant parties. If you would like to learn more about this document or would like to access our free template, available in PDF and MS Word format, please follow the link to the left. This document should be completed immediately after incorporation by the board of directors to dictate the manner in which the internal affairs of the entity are to be organized.