How to Start an LLC in Maryland

Here are the steps you need to take to form a limited liability company (LLC) in Maryland. For more information on how to form an LLC in any state, see our article on how to start an LLC.

1. Choose a Name for Your Maryland LLC

Under Maryland law, an LLC name must contain one of the following: "limited liability company" or the abbreviation "L.L.C.," "LLC," "L.C.," or "LC. " (Md. Code Corps. & Ass'ns, § 1-502 (2023).)

Your LLC's name must be distinguishable from the name of any other business entity already on file with the Maryland Department of Assessments and Taxation (SDAT). In other words, your business can't have the same name as another business that's registered in Massachusetts. (Md. Code Corps. & Ass'ns, § 1-504 (2023).)

Names can be checked for availability by searching the Maryland business name database.

2. Appoint a Registered Agent for Your Maryland LLC

Every Maryland LLC must have an agent for service of process in the state (called a "registered agent" in most states). In Maryland, a registered agent is called a "resident agent." A resident agent is an individual or business entity that agrees to accept legal papers on the LLC's behalf if it's sued. A registered agent can be a Maryland resident, a Maryland corporation, or a Maryland LLC. The registered agent must have a physical street address in Maryland. (Md. Code Corps. & Ass'ns, § 18-104 (2023).)

3. File Articles of Organization

A Maryland LLC is created by filing articles of organization with the SDAT. The articles must include:

• the LLC's name
• the LLC's principal address in Maryland; and
• the name and address of the LLC's registered agent in Maryland.

(Md. Code Corps. & Ass'ns, § 4A-204 (2023).)

You can file the articles online or by mail. As of 2023, the basic filing fee is $100. There's an additional $50 fee for expedited review and a 3% service fee is charged for online filings.

4. Prepare an Operating Agreement

An LLC operating agreement isn't required in Maryland, but is highly recommended. An operating agreement is an internal document that establishes how your LLC will be run. It's not filed with the state. The agreement sets out the rights and responsibilities of the members and managers, including how the LLC will be managed. It can also help preserve your limited liability by showing that your LLC is truly a separate business entity. In the absence of an operating agreement, state LLC law will govern how your LLC operates.

The operating agreement should include the following:

• the members' percentage interests in the LLC
• the members' rights and responsibilities
• the members' voting powers
• how profits and losses will be split
• rules for holding meetings and taking votes, and
• buyout, (also called "buy-sell") provisions, which determine what happens when a member wants to sell their interest, dies, or becomes disabled.

For help creating an LLC operating agreement, check out Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use our online LLC formation service.

5. Get an EIN and Comply With Other Tax and Regulatory Requirements

Additional tax and regulatory requirements might apply to your LLC. These requirements could include:

EIN: If your LLC has more than one member, it must obtain its own federal employer identification number (EIN), even if it has no employees. If you form a single-member LLC, you must obtain an EIN for it only if it will have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You can obtain an EIN by completing an online application on the IRS website. There's no filing fee. (For more, read our article on which businesses need an EIN.)

Business Licenses: Depending on your business activities and location, your LLC might need to obtain other local and state business licenses in Maryland.

Comptroller of Maryland: In some cases, for example, if you have employees or will be selling goods and collecting sales tax, you'll need to register with the Comptroller of Maryland. Currently, you can register for most state taxes online. For more information on Maryland's LLC tax registration, see our article on LLC annual filing and tax requirements.

6. File Annual Reports

All LLCs doing business in Maryland must file an Annual Report and Personal Property Tax Return (Form 1) with the SDAT. The report and return can be filed electronically through Maryland Business Express (MBE) or by mail. It's due by April 15 each year (though you can request an extension). As of 2023, the annual filing fee is $300. This annual fee doesn't include any state tax liability of the LLC.

Additional Help Starting Your Maryland LLC

Check out the MBE start your business webpage for a step-by-step guide on how to register your business, apply for tax accounts, and obtain licenses and permits. The webpage has information and links to guide you through the business startup process.

For more personalized legal help, consult a Maryland business lawyer. They can help you with the LLC formation process, including filing your formation paperwork, drafting your governing documents, and applying for the necessary licenses and permits.