Maryland Corporate Bylaws
What is a Corporation?
When structuring a business, it’s essential to choose the right type of business entity, as legal responsibilities and protections can vary significantly. There are numerous options available, including sole proprietorships, partnerships, limited liability companies, and corporations.
A corporation is a business entity that possesses legal authority to function as a single entity, separate from the stockholders who own it. Corporations have the right to issue stock and can exist indefinitely.
The Process of Forming a Corporation
Below are general steps to guide you through the process of incorporating in Maryland. For a comprehensive checklist for new businesses, visit the State Department of Assessments and Taxation (SDAT) website. You can also register your corporation, file annual documents, and request copies of documents through the SDAT Maryland Business Express website. Consulting with an attorney can help you navigate potential challenges.
Step 1: Choose a name for your corporation. The name must include a corporate ending, such as Corp., Inc., or Incorporated, and must be clearly distinguishable from any existing Maryland corporation. You can search the business entity name database on the SDAT website and must register the corporation's name there.
Step 2: Appoint a registered agent in the state. A registered agent is an individual who agrees to receive legal documents on behalf of the corporation if it is summoned to court. The agent can be an adult citizen of Maryland or another registered Maryland corporation or limited liability company.
Step 3: Select the initial member(s) of the board of directors. The incorporator is required to appoint at least one initial director to serve on the board until the first stockholder meeting. This director can also be the same person as the incorporator.
Step 4: Prepare and submit the articles of incorporation to the SDAT. The SDAT provides a form to assist with this process, which can be found on the "Create or Start a Business in Maryland" page.
The articles of incorporation must include the following elements:
The name of each incorporator, along with a statement confirming that the incorporator is 18 years or older and is forming a corporation under Maryland's general laws.
The chosen name of the corporation.
The purpose of the corporation.
The principal office address of the corporation in Maryland.
The name and address of the resident agent in Maryland.
The par value (nominal value) and number of shares of stock that the corporation is authorized to issue.
The names and number of individuals serving as the initial directors.
Our office can effectively address any legal questions about Maryland Corporate Bylaws. If you have any questions, please fill out the following form below and Business Lawyer from our office will get back to you.
