To form a corporation in Maryland, you file Articles of Incorporation with the State Department of Assessments and Taxation (SDAT). The base cost is $120 for most stock corporations ($100 processing fee plus a $20 minimum organization fee), and standard processing takes about four weeks. The corporation legally exists the moment SDAT accepts the charter for record.
What the Charter Must Contain
Maryland law requires eight categories of information in every set of articles.1Maryland General Assembly. Maryland Code Corporations and Associations 2-104 SDAT publishes a fill-in-the-blank form for stock corporations that walks through each field.2Maryland State Department of Assessments and Taxation. Articles of Incorporation for a Stock Corporation If your corporation needs more than one class of stock, you cannot use the standard form and will have to draft custom articles.
Corporate Name
The name must include “Corporation,” “Incorporated,” “Limited,” or “Company,” or an abbreviation like Corp., Inc., Ltd., or Co. “Company” qualifies only when it is not preceded by “and.”3Maryland General Assembly. Maryland Code Corporations and Associations 1-502 – Names, Contents and Restrictions Search SDAT’s database through Maryland Business Express before committing to a name to make sure nobody else is using it or something confusingly similar.4Maryland Business Express. Select a Business Name
Incorporator and Directors
Each incorporator must be listed by name and address, with a statement that each is at least 18 years old. Incorporators do not need to be Maryland residents, future shareholders, or directors; their only statutory job is signing the charter. The articles must also state the number of directors and name each person who will serve until successors are elected and qualified. One director is enough, and directors do not need to live in Maryland or own stock. In many single-owner startups, the same person is incorporator, sole director, and resident agent.
Corporate Purpose
You can state a specific business purpose or use a general statement that the corporation may engage in any lawful activity. Most incorporators pick the general version so they do not have to amend the charter if the business changes direction later.
Principal Office and Resident Agent
The articles need a specific Maryland street address for the principal office. Post office boxes are not accepted. You also need a resident agent located in Maryland who agrees in writing to accept legal documents on the corporation’s behalf.5Maryland General Assembly. Maryland Code Corporations and Associations 2-108 – Resident Agent and Principal Office Many small-business owners serve as their own agent and list the same address for both roles. Professional registered agent services typically run $50 to $250 per year.
Stock Structure
This is where the most consequential decisions sit, because the numbers you put here drive the filing fee. The articles must state:
- The total authorized shares across all classes.
- The par value per share for each class, or a statement that shares have no par value. On the SDAT form, no-par is entered as “$0.”
- If any shares carry a par value, the aggregate par value of all authorized shares across every class.
- If stock is divided into more than one class, a description of each class’s rights, voting powers, dividend limitations, and redemption terms.
How the Organization Fee Is Calculated
Every charter carries a $100 processing fee.6New York Codes, Rules and Regulations. Maryland Code Corporations and Associations 1-203 – Fees, Recording and Filing A separate organization and capitalization fee is added based on the aggregate par value of your authorized stock. The minimum is $20, which covers any aggregate par value of $100,000 or less. Above that, the fee climbs:7New York Codes, Rules and Regulations. Maryland Code Corporations and Associations 1-204 – Fee for Organization and Capitalization
- Up to $100,000: $20
- $100,001 to $1,000,000: $20 plus $1 for each $5,000 (or fraction) over $100,000
- $1,000,001 to $2,000,000: $200 plus $10 for each $100,000 (or fraction) over $1,000,000
- $2,000,001 to $5,000,000: $300 plus $15 for each $500,000 (or fraction) over $2,000,000
- Over $5,000,000: $390 plus $20 for each $1,000,000 (or fraction) over $5,000,000
One trap catches people off guard: if your shares have no par value, the statute treats each share as if it had a par value of $20 for fee purposes.7New York Codes, Rules and Regulations. Maryland Code Corporations and Associations 1-204 – Fee for Organization and Capitalization Authorize 10,000 no-par shares and your imputed aggregate par value is $200,000, pushing the organization fee to $40. Authorize 100,000 no-par shares and the imputed value is $2,000,000, with a $200 fee. Pick your share count with this math in mind.
For a typical small corporation authorizing a modest number of shares at a low par value, the total due at filing is $120.8State Department of Assessments and Taxation. Fee Schedule for Documents Relating to Corporate Charters
How to File and How Long It Takes
SDAT accepts articles three ways: online through Maryland Business Express, by mail, and in person at the Baltimore office.9Maryland Department of Assessments and Taxation. Charter Business Services – SDAT Credit card and PayPal payments through the online portal carry a 3% processing surcharge.10Maryland Business Express. Business Express Fee Schedule In-person filers can pay by cash, check, money order, or credit card.
Processing speed depends on how much you want to pay for urgency:
- Standard, no extra fee: typically about four weeks, though SDAT cautions it can stretch to six during busy periods.11Maryland State Department of Assessments and Taxation. Charter Filing for Maryland Businesses FAQs
- Expedited, $50 extra: about 10 business days by mail, 7 business days online.
- Rush, $325 extra: available through the online portal.10Maryland Business Express. Business Express Fee Schedule
- Two-hour guaranteed, $425 extra: only for documents hand-delivered to the Baltimore office by 2:30 p.m.
Hand-delivered expedited filings (the $50 tier) submitted to the Baltimore office by 4:00 p.m. are generally processed the same day. Once SDAT accepts the articles for record, the corporation legally exists and you receive an acknowledgment.
What To Do After the Charter Is Accepted
Filing creates the corporation on paper. A few more steps have to happen before it can realistically operate.
Hold the Organizational Meeting
The initial directors named in the charter must hold an organizational meeting of the board to adopt bylaws, elect officers, and handle other startup business.12Maryland General Assembly. Maryland Code Corporations and Associations 2-109 Whoever calls the meeting must give each director at least three days’ written notice of the time and place. Keep minutes. They become part of the corporation’s permanent records and will matter if its corporate status is ever challenged.
Get an EIN
Every corporation needs an Employer Identification Number from the IRS, even without employees. Banks require one to open a business account, and you need it for tax filings. The IRS issues EINs at no cost; be wary of third-party sites that charge for what the IRS gives away. The IRS recommends forming your entity with the state before applying.13Internal Revenue Service. Get an Employer Identification Number The online application must be finished in one session; it times out after 15 minutes of inactivity and cannot be saved.
Bank Account, Stock, and Local Licensing
Most new corporations also open a business bank account, issue stock certificates to initial shareholders, and check whether local jurisdictions require a separate business license. Mixing personal and business finances from day one is the fastest way to undermine the liability protection the corporate form is supposed to provide.
Keeping the Corporation in Good Standing
Every Maryland corporation must file an annual report with SDAT by April 15 each year.14Maryland State Department of Assessments and Taxation. 2026 Annual Business Filings Now Available The standard fee is $300. You can request a two-month extension through SDAT’s online system, which pushes the deadline to June 15. If the business owns, leases, or uses personal property in Maryland, it may also need to complete the personal property section of the annual report.
Miss the deadline and your corporation loses good standing. If it stays missed, the charter moves into forfeited status, which means the corporation loses the right to conduct business in Maryland, loses the right to use its name, and effectively ceases to exist under state law.15Maryland Department of Assessments and Taxation. What Does It Mean That a Business Entity Is Not in Good Standing or Forfeited Contracts signed, lawsuits filed, or property held during forfeiture can all face legal challenges.
Reviving a forfeited corporation means filing Articles of Revival with SDAT, paying all outstanding penalties, catching up on every missed annual report, and, if personal property was reported, getting a Tax Clearance Certificate from each local jurisdiction where property was reported. Any outstanding issues with the Comptroller’s office, the Department of Labor, or Central Collections also have to be resolved first. Revival is substantially more expensive and time-consuming than filing the annual report on time.