How to Amend a Maryland Articles of Incorporation

Empower your business in Maryland by amending your Articles of Incorporation—delve into our comprehensive guide for insights and guidance, ensuring compliance and fostering the growth of your company.

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No matter what kind of business you have, you’re certain to undergo changes during the life of your company. Making certain changes to your Maryland corporation may require an Articles of Incorporation amendment. By law, vital information about your corporation, such as the business name and purpose, must be up-to-date. If you fail to keep this information current, you could lose your ability to operate your business in the State of Maryland. 

In this guide, we’ll explain how to file an amendment to a corporation in Maryland. We will also provide valuable information on how our services can help you remain compliant with state rules and procedures. We can help with the regulatory tasks while you focus on running your business.

Need to form your business first? Head over to our Maryland incorporation guide to learn how we can help.

What are Maryland Articles of Incorporation?

Maryland Articles of Incorporation (AOI) are the formation documents that formally establish your business. Your AOI contains basic information about the corporation, such as the following:

  • The business name
  • The purpose of the corporation
  • The principal office of the corporation in Maryland
  •  The name and address of the resident agent
  • The number of directors
  • The number of shares the corporation may issue, if any

After completing the AOI, the incorporator (the person who files the paperwork creating the corporation) must file this document with the Maryland State Department of Assessments and Taxation (SDAT).

For help starting your Maryland corporation, check out our Maryland corporation formation services. Our resident agent providers can also serve as your Maryland resident agent, meeting all legal requirements and being present to receive important documents on the corporation’s behalf. Learn more about what we can do for your business with our resident agent services for Maryland.

Step 1: Determine whether you need to change your Maryland AOI

Without the AOI, your corporate business doesn’t exist and can’t legally operate. Once you do file the AOI, you’re responsible for keeping the information in that document up to date. To change, update, or add to your AOI, you must inform SDAT by making a Maryland Certificate of Incorporation Amendment.

For compliance and auditing purposes, a corporation’s AOI must be up to date. Also, the registered agent’s name and contact need to be accurate in the event the corporation must be served with legal papers. Lastly, since the AOI’s contents are public information, for contact purposes, they must be updated.

Keeping accurate AOI is part of staying in good standing with the state. If the AOI isn’t up-to-date, the state won’t issue you a Certificate of Status (known as a Certificate of Good Standing in most states) and your corporation could be forfeited. This means you may not legally conduct business in Maryland. We have a service to help you secure a Maryland Certificate of Status.

Inability to get a Certificate of Status can also stunt your corporation’s growth since it’s typically required to open a bank account, obtain financing, do business in another state, and conduct other important business matters.

Step 2: Complete the Maryland Articles of Amendment

Changing, adding to, or updating any information in the original AOI requires notifying the state. There is a form for you to use that SDAT provides. It’s important that you fill out each section correctly if you want the SDAT to approve your amended AOI.

All AOI amendments must properly be approved by the corporation, and the form requires a description of the method used. The appropriate corporate officers must also sign the amendment.

Step 3: Attach supporting documentation for the Maryland Articles of Amendment

It’s best practice to submit proof of the corporate changes by including documentation, even if this step isn’t required.

Step 4: Make separate filings for Maryland corporation changes (if necessary)

To change the corporation’s principal office or the registered agent, you must file a separate form. To change just the address of your registered agent, SDAT also provides a separate form. You don’t need to amend your AOI to make these changes.

We can take the hassle and stress out of maintaining state compliance with our Worry-Free Compliance Service. We will remind you of upcoming filing deadlines, such as annual reports, and we provide two yearly amendments for your corporation. If you just need someone to help you file your AOI amendment, we also offer a separate amendment filing service.

Confused about compliance in Maryland? We’re here to help!

It’s important to your business’s success to keep your corporate AOI accurate and up to date. If you don’t do this, you’re not complying with Maryland law and may not be able to continue operating with your company.

We’re here to assist with your business needs. We offer the following services that are all geared toward helping your corporation start, run, and grow:

  • Maryland incorporation
  • Worry-Free Compliance
  • Resident agent service 
  • Amendment filing

Please feel free to reach out and contact us if you have any questions about what we offer, and how we can help you make your business dreams a reality.

Maryland Amendment FAQs

  • All Maryland corporations, including stock, nonstock, and religious, need to file amendments to their AOI.

  • The cost to file an amendment varies based on whether you’re increasing the stock in your corporation and if you want to expedite the filing process. Check SDAT’s fee schedule for the most current filing fees.

  • Anybody can file the actual amendment paperwork, but the Articles of Amendment must have the appropriate signatures. One signer is acknowledging the corporate act and verifying the facts on the document, and the second signer is witnessing or attesting the first person’s signature.

  • File your Maryland corporation amendment with SDAT either online, in person, or by mail.

  • No. A Maryland corporation amendment is when you make changes to the original AOI. An annual report or filing is a yearly summary of business activities. All Maryland entities, including corporations, are required to make annual filings to legally operate in Maryland.

Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

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Written by Team ZenBusiness

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