Sponsored by:
CorpAssist
11 E. Chase Street
Baltimore, MD 21202
www.corpassist.com
Phone: (410) 539-5370
Toll Free: (800) 536-9778
Fax: (410) 539-5848
NRAI Service Center, LLC
160 Greentree Drive
Suite 101
Dover, DE 19904
www.nraiservices.com
Phone: (302) 674-4089
Toll Free:
Fax: (302) 674-5266
Superior Information Service, L.L.C
300 Phillips Boulevard
Suite 500
Trenton, NJ 08618
www.superiorinfo.com
Phone: (609) 883-7000
Toll Free: (800) 848-0489
Fax: (609) 883-7891
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State Dept. of Assessment and Taxation
Status Search
Forms
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| Fax File: |
UCC: Yes
Corporate: Ye |
| E File: |
UCC: No
Corporate: Yes |
| Expedited Services: |
UCC: Yes ($50 within 5 business days fax/mail) (standard turnaround time 6-7 weeks)
Corporate: Yes ($50 - 24 hours) |
| Name Reservations: |
Yes (30 days) |
| Preclearance: |
Yes |
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| Advantages of Choosing NRAI as Your Registered Agent (Maryland) |
| Apostilles and Authentications (Maryland) |
| Contact Information (Maryland) |
| Domestic Corporate Dissolution Summary (Maryland) |
| Domestic Corporation Summary (Maryland) |
| Filing Information for SDAT (Maryland) |
| Five Year Rule - Maryland UCCs |
| Foreign Qualification Summary (Maryland) |
| LLC - Formation Summary (Maryland) |
| Recommended Service Companies (Maryland) |
| Rejected Filings (Maryland) |
| UCC Filings (Maryland) |
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Advantages of Choosing NRAI as Your Registered Agent (Maryland)
NRAI offers the most comprehensive suite of registered agent and entity management services available anywhere. Services are available in all 50 states, the District of Columbia and in most International Jurisdictions and include:
Comprehensive Nationwide and International Registered Agent Network
Registered Agent and Registered Office in all locations
Telephone and e-mail notification of Service of Process
Free delivery of all Service of Process via express courier
Computerized tracking of Service of Process
Forwarding of all official communications received including tax forms
Customized electronic tax calendar
Full access to NRAI Document Library and website tools
Convenient annual invoicing for all company groups, resulting in one common renewal month selected by the client
Representation as agent under contract such as loan agreements, etc.
Nominee Officer and Director and Holding company services
Special representation under specific statutes such as insurance, banking, broker dealer, real estate, etc.
Special Purpose Entity Services such as Independent Director/Member/Trustee
Annual Report filings services (ARMS)
Electronic annual report filing in some jurisdictions
Access to the NRAI Affiliate Network of over 500 services professionals
And more………
NRAI offers the most competitive rates and in most instances can provide substantial savings over your existing service with an upgrade in responsiveness and service. To learn more about NRAI services, contact either NRAI or NRAI Affiliate Network members.
Posted by: dannunciata August 30, 2005
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Apostilles and Authentications (Maryland)
Apostilles and authentications in Maryland are obtained from the Maryland Secretary of State's (MD SOS) office.
Fee: $5.00
Contact Information:
Office of Secretary of State
Statehouse
Annapolis, MD 21401
Telephone: 410-974-5520
About Authentication and Apostilles
Authentication or a certificate of magistracy is an official certificate issued by the state official's office where the notary public is commissioned, confirming the existence of the notary public (or public officer) who has notarized the document. These certifications may be required when a document is being sent to another state or foreign country.
If the countries where the document is being sent is a member of the Hague Convention, you can receive an "apostille" from the state where the notary is commissioned.
In order to obtain an apostille or authentication, the document must be an original signed by the executing party, bearing an accurate notary public's signature (exact name of the notary as it currently stands of the state's records), date commission expires and notarial seal.
If the country is not a member of the Hague Convention, the authentication process is a two step process. First the document will require certification from the MD SOS as to the notary's signature. Second, it will require authentication of the country's embassy or consulate.
Posted by: jwhite
Updated: July 09, 2008
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Contact Information (Maryland)
Department of Assessments & Taxation
Charter Division
301 West Preston Street, Room 801
Baltimore, Maryland 21201-2395
Contact: 410-767-1340
1-888-246-5941 (Toll Free in Maryland)
Corporate Charter Division: 410-767-1340
Fax Service: 410-333-7097
Fax Follow Up: 410-767-1350
Forms Requests: 410-767-1180
UCC: 410-767-1459
Email: [email protected]
Web site: www.dat.state.md.us
Posted by: jwhite
Updated: July 09, 2008
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Domestic Corporate Dissolution Summary (Maryland)
Pursuant to Maryland Corporations and Associations 3-401, to successfully dissolve a Maryland corporation, Articles of Dissolution are filed.
Consent:
Prior to Stock Issuance or Commencing Business: Majority of incorporators or initial directors.
After Stock Issuance: Resolution of the board of directors and 2/3 of all voting shareholders at a meeting or by written consent
Notice to Creditors: If the corporation has creditros, a notice must be mailed to creditors and Articles of Dissolution cannot be filed until after the 19th day following the mailing of the
notice.)
Tax Clearance and other Requirements: A tax clearance is not required, however, all property tax returns must be current. If the corporation is dissolved prior to April 15th, the following documents are required:
an affidavit stating that the corporation had no tangible personal property as of January 1 of the current calendar year; or
Official form Report of Transfer Sale of Disposal of all Personal Property of a Business; or
A Personal Property Return for the current calendar year.
Execution and Filing: Articles are signed by two officers. One original certificate of dissolution is submitted to the SDAT.
Filing Fee: $100.00, payable to Maryland Dept. of Assessment and Taxation.
Dissolutions, Generally
A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.
IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.
For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.
Posted by: jwhite
Updated: August 04, 2008
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Domestic Corporation Summary (Maryland)
Pursuant to the Maryland Corporations and Associations (1-101 et seq.), a corporation incorporating in Maryland files Articles of Incorporation (may use pre-printed or your own form) with the Maryland Department of Assessement and Taxation (MDAT).
Corporate Name: The corporate name must contain "corporation" "limited" "company" "incorporated" or abbreviation thereof (company or co. cannot be preceded by "and" or "&").
Maximum Stock for Minimum Filing Fee: $100,000 with par value or 5000 no-par shares for min. filing fee. If stock has no par value, insert $0 as the par value per share.
No. of Directors: The minimum number of directors is 3, unless there are less than 3 shareholders, then the number of directors may be equal to, but no less than the number of shareholders.
Paid in Capital: There is no minimum amount of paid in capital required to commence business.
Purpose: No specific business purpose is required.
Preemptive Rights: Granted unless specifically denied.
Cumulative Voting: Denied unless specifically granted.
Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of Maryland.
Filing: Submit one executed original by Incorporator and consent of registered agent to the SDAT.
Filing Fee: $120.00 (provided authorized stock does not exceed 100,000 shares with par or 5000 with no par value). If stock does exceed the minimum numbers, call SDAT for the filing fee (410) 767-1340.
Standard turnaround time is 7-8 weeks. You can add $50.00 for an expedited fee which in a turnaround time of about 8 days.
Incorporations, Generally
A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.
LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.
A complete incorporation process generally consists of:
Determining name availability and possibly reserving the name
Performing trademark, trade name and domain name preliminary or full searches
Preparing a charter document for filing
Drafting bylaws
Preparing consent of incorporator (if applicable under relevant state law)
Preparing an organizational consent of directors
Obtaining the federal tax identification number by preparing IRS Form SS-4
Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)
Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance
Creating a stock ledger
Preparing and filing applications of foreign qualifications (if any)
Organizing the minute book
For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.
Posted by: jwhite
Updated: July 09, 2008
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Filing Information for SDAT (Maryland)
Filing Information:
Make your check payable to the State Department of Assessments and Taxation and mail to:
Charter Unit
State Department of Assessments and Taxation
301 West Preston Street, Room 801
Baltimore, MD 21201
NOTE: Filings received by mail, and documents submitted using regular service take 7-8 weeks to process.
Fax Filing: Fax No. 410-333-7097 using fax cover sheet.
All faxed filings and document requests are expedited and an expedited filing surcharge beyond the processing fee of $50 applies to each request.
Fax filing may be paid by MasterCard or Visa (include full 16-digit account number, the expiration date, the name exactly as it appears on the card, and your signature to authorize the charge).
Expedited Service: Within 5 business days for faxes and mail. Documents hand-delivered in limited quantities receive same day service between 8:30 am and 4:45 pm.
Regular Service: The turn around time for confirmation of filing is an estimated 6-7 weeks.
Hand-delivered Documents: Turnaround time is same day between 8:30 am and 4:45 pm (in limited quantities).
Posted by: jwhite
Updated: July 09, 2008
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Five Year Rule - Maryland UCCs
Prior to Revised Article 9, which went into effect on 7/1/ 2001, Maryland UCC filings were valid for 12 years.
With the passage of UCC Revised Article 9 in Maryland, Maryland adopted a 5 year period of effectiveness. Financing statements filed prior to the adoption of Revised Article 9 continue to be effective until the earlier of their natural lapse date or July 1, 2006.
Posted by: dannunciata September 25, 2005
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Foreign Qualification Summary (Maryland)
Pursuant to the Maryland Corporations and Associations (7-201 et seq.), a foreign corporation may not transact business in Maryland until it files a Foreign Corporation Certificate with the Maryland Department of Assessment and Taxation (SDAT).
Name of Corporation: Name must contain "corporation" "limited" "company" "incorporated" or abbreviation thereof (company or co. cannot be preceded by "and" or "&").
Name Conflict: Pursuant to Section 2-106 of the Corporations and Associations Article of the Annotated Code of Maryland, if a foreign corporation's name is unavailable, the corporation may qualify by additionally filing a Registering or Qualifying to do business in Maryland under an Assumed Name.
Good Standing Certificate: Not required.
Filing and Execution: The filing is signed by an officer of the company. Original executed copy is filed with the SDAT.
Filing Fee: $100.00 payable to Maryland Dept. of Assessments and Taxation. Turnaround time is 6-7 weeks. Expedited service is available for an additional $50.00 and turnaround time is 8 days.
Foreign Qualifications, Generally
A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.
For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.
Posted by: jwhite
Updated: July 09, 2008
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LLC - Formation Summary (Maryland)
Pursuant to the Maryland Limited Liability Company Act (Maryland Corporations and Associations 4A-101 et seq.), a limited liability company forming in Maryland files Articles of Organization with the Maryland State Department of Assessment and Taxation (SDAT).
LLC Name: The LLC name must contain "limited liability company" "L.L.C." "LLC" "L.C." "LC".
No. of Members: The LLC may have 1 member.
Execution and Filing: Signed by "organizer(s)" and the registered agent and original submitted to SDAT.
An authorized person may sign any articles or certificates by an attorney in fact. Powers of attorney relating to the signing of articles or certificates by an attorney in fact need not be sworn to, verified, or acknowledged, and need not be filed with the Department.
Filing Fee: $100.00 payable to Maryland Dept. of Assessments and Taxation. $20.00 for a certified copy.
Expedited services: Turnaround time is 6-7 weeks. Expedited service is available for an additional $50.00 and turnaround time is 8 days.
LLC Formation, Generally
A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.
LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.
A complete formation process generally consists of:
Determining name availability and possibly reserving the name
Performing trademark, trade name and domain name preliminary or full searches
Preparing the formation certificate for filing with the secretary of state
Drafting an operating agreement
Preparing an organizational consent of managers or members
Obtaining the federal tax identification number by preparing IRS Form SS-4
Preparing and filing applications of foreign registrations (if any)
Organizing the company records book
For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.
Posted by: jwhite
Updated: July 09, 2008
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Recommended Service Companies (Maryland)
The service companies listed below are members of NRAI’s Affiliate Network. These companies are high-quality service companies that deliver double the service for a fraction of the cost of the larger companies.
So whether you’re looking to save significant money on Registered Agent services or double the service for half the price on corporate and UCC services, we strongly encourage you to contact:
CorpAssist
1090 Vermont Avenue, NW, Suite 910
Washington, DC 20005
Phone: 800.438.2996 / 202.371.8090
Fax: 202.371.1945
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NRAI Service Center, LLC
160 Greentree Drive, Suite 101
Dover, DE 19904
Phone: 302.674.4089
Fax: 302.674.5266
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Superior Information Service, L.L.C.
300 Phillips Blvd., Suite 500
Trenton, NJ 08618
Phone: 800.848.0489 / 609.883.7000
Fax: 609.883.7891
Posted by: dannunciata
Updated: August 31, 2005
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Rejected Filings (Maryland)
Maryland law (§1-203 (b)(9) 2004 Supplement) provides that a filer has sixty (60) days from the date of initial rejection to correct and resubmit the rejected filing. If resubmitted after the 60th day, a second the filing fee must be paid with the second submission. If a filer chooses not to resubmit the document, a demand for a refund must be submitted in writing within 60 days of the date of the initial rejection.
Posted by: dannunciata
Updated: July 09, 2008
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UCC Filings (Maryland)
In Maryland, UCC financing statements are filed with the Maryland State Department of Assessments and Taxation (SDAT). There is currently no ability to file UCCs online.
Fixture Filings: Fixture filings affecting real estate are still filed in the office where a mortgage would be recorded.
NOTE: “Not Subject to Recordation Tax” must be written on all filings.
Filing Fee:
Five Year Rule
The five year rule refers to the period of time that a newly filed UCC-1 Financing Statement is effective. Prior to Revised Article 9, certain states had non-uniform periods of effectiveness.
For example in most states a filed UCC-1 has been valid for five years absent the filing of a UCC-3 Continuation Statement. Yet, in Maryland UCC filings had been valid for twelve years.
With the passage of Revised Article 9 of the Uniform Commercial Code, Maryland adopted a 5 year period of effectiveness. Although financing statements filed prior to the adoption of Revised Article 9 continue to be effective until the earlier of their natural lapse date or July 1, 2006.
UCC Filings, Generally
Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.
Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.
In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.
Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.
Foreign Debtors
A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.
Posted by: jwhite
Updated: July 09, 2008
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