Articles of Amendment in Maryland: Filing, Fees, and Timeline

To change the foundational information on your entity’s charter or organization documents, you file articles of amendment in Maryland with the State Department of Assessments and Taxation (SDAT). The base fee is $100, expedited service adds $50, and amendments that increase authorized stock trigger a separate capitalization fee. You can submit online through Maryland Business Express, by mail, or in person at SDAT’s Baltimore office, and processing runs anywhere from about a week with expedited service to six or eight weeks during busy periods.¹²

When You Actually Need to File

Amendments are for changes to what your original charter or articles of organization put on the public record. Internal decisions that don’t touch that record don’t need a state filing. The common triggers:

A change to the entity’s legal name. The new name must be distinguishable from every other entity registered in Maryland.³
A change of corporate purpose, if the charter limits activities to a specific one.
Stock restructuring for corporations, including changes to authorized shares, par value, or the creation of new classes.
Changes to LLC voting rights, financial interests, or management structure as stated in the articles of organization.
Corrections to errors in the original formation documents, such as misspellings or wrong stock designations.

Approve the Change Internally First

The proposed amendment has to clear your entity’s own governance process before SDAT will honor it. Skipping this step can invalidate the filing.

Corporations

The board of directors adopts a resolution setting out the amendment and declaring it advisable, then directs that it go to stockholders at an annual or special meeting. Notice must reach every stockholder entitled to vote and must include either a copy of the amendment or a summary of the changes.⁴

The approval bar is higher than many owners expect. Maryland requires an affirmative vote of two-thirds of all votes entitled to be cast, not two-thirds of the votes present at the meeting.⁴ A close corporation with a handful of shareholders can handle that in an afternoon; a larger company needs to plan the vote.

LLCs

An LLC follows what its operating agreement says about member or manager consent. If the agreement is silent, Maryland’s default LLC rules apply. Either way, document the decision through signed minutes or a written consent that records the exact text of the change and the date of approval.

Preparing and Submitting the Form

SDAT provides separate amendment forms for corporations and for LLCs, both available for download and online submission through Maryland Business Express.⁵ Every form asks for your entity’s exact legal name as currently on file and its SDAT Department ID number. A mismatch on either will delay processing.

The amendment text should identify the specific article or section of the original document being changed. For a name change, state the current name and the new name. For stock changes, spell out the former and new number of authorized shares, their classes, and any change in par value. Include a statement that the amendment was duly approved under Maryland law, and the date of approval. An officer signs for a corporation; a manager or authorized member signs for an LLC.

If the change is a name, run it through SDAT’s business search first to confirm it’s distinguishable from existing entities. Filing a name that’s already taken means rejection and lost processing time.

You can also set a future effective date on the form if you don’t want the amendment to take effect the moment SDAT processes it. Maryland caps how far ahead you can set that date, so check the current form instructions.

Fees, Filing Methods, and How Long It Takes

The base filing fee is $100. Expedited service is another $50.¹ Three ways to submit:

Online through Maryland Business Express, paid by credit card. Expedited online filings process in about 7 business days.²
By mail with a check or money order payable to the State Department of Assessments and Taxation. Expedited mailed filings take around 10 business days.²
In person at SDAT’s Baltimore office or its drop box. Hand-delivered expedited filings run 7 to 10 business days.¹

Without expedited service, standard processing is typically about four weeks and can stretch to six or eight during busy periods.²

The Extra Fee for Stock Increases

Corporate amendments that increase the aggregate par value of authorized stock trigger an organization and capitalization fee on top of the $100. The fee is the difference between what the capitalization fee would be at the new par value and what it was at the old one, with a $20 minimum.⁶ The tiers start at $20 for aggregate par value up to $100,000 and climb to $390 plus $20 per additional $1,000,000 once you cross $5,000,000.

For stock without par value, Maryland treats each no-par share as having a $20 par value for this calculation.⁶ Authorize a million no-par shares and the calculation runs against $20 million in aggregate par value. Do the math before you file.

Fix Good Standing Before You File

If your entity has fallen out of good standing, or had its charter forfeited for missed annual reports or unpaid fees, SDAT will not process an amendment until you fix it. A corporation files Articles of Revival to restore a forfeited charter; an LLC files Articles of Reinstatement.⁵ Both have their own fees and processing windows. Check your status on SDAT’s business search before preparing anything.

After SDAT Approves the Filing

SDAT returns a certified copy of the approved articles of amendment. Keep it with your permanent records; it’s your proof of the change. The state filing is only part of what the amendment sets in motion.

The IRS

A name change alone does not require a new Employer Identification Number. Corporations, partnerships, and sole proprietors that simply change the business name keep their existing EIN.⁷ You still notify the IRS: corporations report the change on the next tax return, partnerships note it on the next Form 1065, and sole proprietors write to the IRS office where they file.

Structural changes are different. Converting from one entity type to another, such as a partnership becoming a corporation, typically requires a new EIN.⁷ If the amendment changes how the entity should be classified for federal tax purposes, you may need to file IRS Form 8832 to elect the new classification.⁸

BOI Report

Most small companies file Beneficial Ownership Information reports with FinCEN under the Corporate Transparency Act. If your amendment changes information reported on a prior BOI filing, such as the company’s legal name or address, file an updated BOI report within 30 days.⁹ This deadline gets missed often after amendments, and the penalties for non-compliance are steep.

Banks, Licenses, and Contracts

Banks will ask for the certified copy of the amendment before they update account records. Business licenses, permits, and local registrations need to reflect the new information. A trade name registration may need to be updated or refiled with SDAT. Insurance policies, vendor contracts, and leases that still reference the old name should be updated to head off confusion later.

1
State Department of Assessments and Taxation. Fee Schedule for Documents Relating to Corporate Charters
2
Maryland State Department of Assessments and Taxation. Charter Filing for Maryland Businesses FAQs
3
Maryland General Assembly. Maryland Code Corporations and Associations
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Maryland General Assembly. Maryland Code Corporations and Associations 2-604
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Maryland Business Express. Make Changes to Your Business
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New York Codes, Rules and Regulations. Maryland Code Corporations and Associations 1-204 – Fee for Organization and Capitalization
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Internal Revenue Service. When to Get a New EIN
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Internal Revenue Service. About Form 8832, Entity Classification Election
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FinCEN. Beneficial Ownership Information Reporting