How to Incorporate in Maryland

Maryland’s business-friendly culture offers plenty of financial resources for businesses and a high level of overall economic activity, giving businesses in Maryland a competitive edge. Your corporation may be able to take advantage of these incentives, provided it meets qualifying criteria.

For example, the Economic Development Opportunities Fund supports extraordinary economic development opportunities that create and retain employment as well as create significant capital investment.

For many entrepreneurs looking to start a larger business, an MD incorporation may be the best choice. As a corporation, your business is able to buy and trade stock, and when it comes to excess profits, corporations offer more flexibility than a limited liability company (LLC). A corporation is allowed to pass income and losses to its shareholders, who report taxes on an individual tax return at ordinary levels.

It all depends on your goals. For smaller businesses, limited liability companies are generally a better option. An LLC is easier to set up and receives many of the same benefits as corporations, but with less regulation.

Learn more about forming a Maryland LLC so you can decide which business entity is right for you.

It offers several advantages similar to those provided by a C Corp including, but not limited to:

In this guide, you’ll find information on naming your corporation, getting a Registered Agent, the fees you’ll need to pay, business taxes and much more. We also cover what you'll need to register your corporation and how you'll interact with the Secretary of State in Maryland.

To help you along the way, use our Starting a Business checklist to keep track of everything you need to do to get your business up and running.

Step 1: Choose a Unique Business Name and Complete a State Business Search

Every Maryland business must have a unique name that isn't already in use by another business in the state. If you’re having trouble coming up with a name, try using our Business Name Generator to gather ideas. You'll also need to follow a few naming rules, which you can read about in detail on the Maryland Corporation Names page.

Once you’ve decided on a name, you’ll need to make sure it’s available in Maryland. To see whether another company in the state is using your desired business name, use our tool to do a Maryland entity search.

You can also carry out a name search on the state's website.

Step 2: Provide an Official Business Address for Your Corporation

All Maryland corporations must have a designated address. It could be a building where your office is located, your home address (if you’re running the company from your place of residence) or any physical address of your choice. The address can be outside the state of Maryland and can be a P.O. Box.

You may also be able to use a virtual mailbox for your business address. Bizee can provide you with a Maryland virtual mailbox where we'll receive your mail, scan it and upload it for your online review. This can be especially helpful if you run a home-based business and don't want your home address published as part of your business public record.

Step 3: Assign a Registered Agent

A Registered Agent is someone who receives official correspondence and is responsible for filing reports with the Maryland Secretary of State. Every Maryland corporation is required to have a Registered Agent.

You can fill this position yourself, assign another manager in your business or use a Registered Agent service. If your Registered Agent in Maryland is a person, they must have a physical street address in Maryland and must be available during business hours to accept important documents on behalf of your company. You'll appoint your Registered Agent when you file your Articles of Incorporation with the Secretary of State and formally create your corporation.

All of Bizee’s business formation packages include Registered Agent service. It’s free for the first year and just $119 per year after that. You can also access a digital dashboard to view any document we've received on your behalf.

Step 4: File Your Articles of Incorporation With the Maryland Secretary of State

Once you've gathered all the information for your corporation, you’ll need to file your Articles of Incorporation with the Secretary of State. To do this you'll need to first create an account through their online portal Maryland Business Express. You'll then complete your filing once you've gained access. This will officially create your business.

Your Articles of Incorporation should be filed online via the state's digital portal. The MD Corporation filing fee is $120.

You only need to file your Articles of Incorporation in Maryland once, but once a year thereafter you'll also need to file an annual report with the Secretary of State in MD via the online portal. Bizee can remind you about this every year, or we can do it for you if you have us handle the paperwork.

What are the fees and requirements to incorporate in Maryland?

Annual Report

Step 5: Get an Employer Identification Number (EIN) From the Internal Revenue Service

You'll need an EIN to identify your business to the IRS. You'll use this number for filing and paying taxes, submitting payroll information and payments for your employees and opening a business bank account. You can obtain one directly from the IRS, or Bizee can get one for you as part of the Maryland corporation creation process.

Step 6: Write Bylaws

A set of rules that govern how a corporation will be run, bylaws detail how many directors the corporation will have, whether the board of directors will have annual meetings and what the voting requirements will be, among other things.

Some states - including Maryland - legally require companies to create bylaws. You don't need to file your bylaws with the Secretary of State, but keep them with your other business records.

It's always a good idea to write and follow bylaws to protect your business from any future changes and events.

Types of MD Corporations

C Corporation

When you file to start a corporation, by default, it's a C Corp. This is the choice for large businesses that will trade shares in the stock market.

A Maryland C Corporation will offer you several liability protections, but it will also be required to adhere to numerous strict rules and regulations. It will also likely have a substantial amount of administrative overhead, and won't enjoy as many tax advantages as other corporation types.

Learn more about C Corporations.

S Corporation

Technically, an S Corporation isn't a business entity the way LLCs and C Corporations are. It's a tax filing status. An LLC or a C Corporation can be an S Corporation. It's just a matter of filing a form with the IRS.

The main reason to file as an S Corp is to save money on self-employment taxes. To get an idea of how much money you might save, use our S Corp Tax Calculator.

If you want your Maryland C Corporation to be treated as a Maryland S Corporation, file the IRS Election by a Small Business Corporation form, also known as Form 2553 or an S Corp Election form.

Consult with your accountant or tax advisor to determine whether this is your best option.

Learn more about S Corporations.

Compare S Corp vs. C Corp to learn the benefits and drawbacks of both, and decide which one will best suit your needs.

Professional Corporation

Some states, including Maryland, allow certain occupations to form Professional Corporations. Maryland Code, Corporations and Associations Title 5, Subtitle 1, § 5-101 defines a Professional Corporation in Maryland as:

"...a corporation organized under this subtitle for the purpose of rendering professional services. “Professional service” means a service that may lawfully be rendered only by a person licensed or otherwise authorized by a licensing unit in the State to render the service and that may not lawfully be rendered by a corporation under the Maryland General Corporation Law."

Check with the Department of State to confirm whether your business should and can be a Professional Corporation.

Close Corporation

Put simply, a Close Corporation is one that has a limited number of shareholders, and isn't publicly traded.

Usually, Close Corporations are exempt from corporate requirements, such as having a board of directors and holding annual meetings. Per Maryland Code Title 4, Subtitle 3, § 4-303, a Maryland Close Corporation may elect to be managed according to a shareholders' agreement rather than by a board of directors or bylaws.

This entity is often chosen by family-owned businesses to prevent non-family members from establishing or claiming any ownership of the company.

Foreign Corporation

If your business operates in another state and you want to expand into Maryland — or vice versa — you’ll need to form a Foreign Corporation.

Learn more about Maryland Foreign Corporation registration.

Nonprofit Corporation

Charitable organizations can incorporate as nonprofit corporations. This means all the profits they generate are donated to the organization supported by the charity, minus administrative costs.

A nonprofit corporation is also exempt from federal and state taxes, allowing more of the profit to benefit the charity.

Note: Everything in this guide applies to for-profit corporations, and mostly to C Corps and S Corps. Items listed as requirements for forming a corporation may or may not also apply to nonprofits.

Limited Liability Company

Depending on the type of business you want to start, or your personal preferences and goals, an LLC may be a better option. For example, you may only want to build a small business that you yourself will run with just a few employees and you may not need the options to buy and sell stock.

A Maryland LLC is usually a better option for a smaller business. It's easier to set up, but it still offers you certain advantages you'd get from a corporation. You can even have your LLC treated as an S Corporation for tax purposes to save you money.

Regardless of which direction you decide to go, Bizee can help you with your Maryland business registration.

Learn more about limited liability companies.

Sole Proprietorship or Partnership

These are the simplest types of businesses to set up. That's because there's no real setup to do. If you don't choose to form a separate business entity, by default, you'll have either a sole proprietorship (just you) or a partnership (you and one or more other people).

Neither of these options provide you with any special benefits or liability protections and can leave your personal assets vulnerable. For these reasons, we don't recommend them.

Compare business entity types to decide which one is best for you.

Helpful Resources from the State of Maryland

More Information in This Guide