To form an LLC in Maryland, here's everything you need to know.
Here are the steps you need to take to form an LLC in Maryland. For more information on how to form an LLC in any state, see Nolo's article How to Form an LLC.
1. Choose a Name for Your 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.’
Your LLC’s name must not be misleadingly similar to the names of other business entities already on file with the Maryland Department of Assessments and Taxation. Names may be checked for availability by searching the Maryland business name database. You may check the availability of a name by filing a Trade Name Application with the Maryland Department of Assessments and Taxation. The application can be filed by mail or in person. The filing fee is $25 or $75 for expedited service.
2. File Articles of Organization
A Maryland LLC is created by filing Articles of Organization with the Maryland Department of Assessments and Taxation. The articles must include: the LLC's name and address; the LLC’s purpose; and the name, address, and signature of the LLC’s registered agent. The articles may be filed by mail or online. The basic filing fee is $100 (an additional $50 expedited fee and 3% service fee is charged for online filings).
3. Appoint a Registered Agent
Every Maryland LLC must have an agent for service of process in the state (called a resident agent in Maryland). This is an individual or business entity that agrees to accept legal papers on the LLC’s behalf if it is sued. A registered agent may be any Maryland citizen who is over eighteen, a Maryland corporation, or a Maryland LLC. The registered agent must have a physical street address in Maryland.
All of the paperwork and procedural steps to start a limited liability company in Maryland can be done online using Nolo's Maryland Online LLC Formation application.
4. Prepare an Operating Agreement
An LLC operating agreement is not required in Maryland, but is highly advisable. For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC. If an operating agreement is created, it need not be filed with the Articles of Organization.
5. Publication Requirements
None.
6. Comply With Other Tax and Regulatory Requirements
Additional tax and regulatory requirements may apply to your LLC. These may include:
EIN: If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-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 may obtain an EIN by completing an online application on the IRS website. There is no filing fee.
Business Licenses: Depending on its type of business and where it is located, your LLC may need to obtain other local and state business licenses.
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 Comptroller of Maryland. Currently, you can register for some state tax purposes online, but other registrations (such as for sales tax) must be done on paper. For more information on state LLC tax registration, check Nolo's article, 50-State Guide to Annual Report and Tax Filing Requirements for LLCs.
7. File Annual Reports
All LLCs doing business in Maryland must file a Personal Property Return (Form 1) with the Maryland Department of Assessments and Taxation Personal Property Division which also serves as an annual report. The return must be printed out and filed by mail by April 15 each year. The annual filing fee is $300 (the fee does not include any state tax liability of the LLC).
8. Foreign LLCs Doing Business in Maryland
To do business in Maryland, all LLCs organized outside of the state must register with the Maryland Department of Assessments and Taxation. Foreign LLCs must appoint a registered agent for service of process physically located in Maryland or appoint the Maryland Department of Assessments and Taxation as its agent. To register, file a Foreign Limited Liability Company Registration with the Maryland Department of Assessments and Taxation. The application may be filed by mail or online. The filing fee is $100.
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