If you’re thinking about launching your dream business on the East Coast, you may want to consider starting a Maryland LLC. The Old Line State is strategically located with a highly educated workforce, and let’s not forget about access to all those beaches. But how do you create an LLC in Maryland?
First, let’s talk about what an LLC is. A limited liability company (LLC) is a business entity type that allows its owners (called “members”) to have the personal limited liability protection of a corporation with the tax benefits and organizational flexibility of a partnership or sole proprietorship.
LLCs avoid the “double taxation” of a typical corporation, in which profits are taxed both at the business level and again on the personal level. An LLC is also a more informal business structure that bypasses many of the strict structural and reporting requirements of a corporation while protecting the personal assets of the owners from the debts and liabilities of the business.
But even though setting up an LLC in Maryland has fewer administrative hurdles than a corporation, Maryland LLC registration still requires you to clear some bureaucratic hurdles. If you’ve never started a business before, it can make you feel as stuck as being in a rush-hour traffic jam on the outer loop of the Capital Beltway between Route 1 and Route 29.
This is where we can help. This article will show you how to get an LLC in Maryland. We’ll also show you how our business services can cut through the red tape for you so you can focus on the more enjoyable parts of your business.
One note about this guide: It’s only for starting a domestic (in-state) LLC. If you want to start a foreign LLC (one that originated in another state and wants to do business in Maryland), a benefit LLC, or some other business entity, you may need to follow different steps that aren’t covered here. But if you’re ready to form a domestic LLC in Maryland, read on.
Choose a business name for your LLC in Maryland. Don’t rush the process. You want to get it right the first time. Changing a business name later could mean redoing everything from your website to branding materials and legal paperwork.
There are certain Maryland LLC requirements when it comes to naming a legally recognized LLC in the state. As you conduct your Maryland LLC search and brainstorm business names, keep these guidelines in mind:
Once you’ve thought of the perfect business name, you may want to reserve it. You can do this by filing the State of Maryland Corporate Name Reservation Application. A filing fee must accompany the paperwork.
By securing your name, you buy yourself more time to complete the other steps needed to file the Articles of Organization. Reserving your name in advance can bring you the peace of mind of knowing it’s already secured.
When you’re coming up with a business name, remember to consider whether you can secure a matching domain name so that your future website can be easily found online. We have a tool to help you do a preliminary domain name search. Our domain name registration service can help you secure the online name that will best serve your company. We can also help you create a business website and provide domain name privacy.
Even if the state approves your business name, that’s no guarantee that someone else hasn’t already claimed it with a federal or state trademark. To truly check to see if your business name is free of trademarks isn’t easy because there’s no one central place to check. Some businesses even employ an attorney specializing in trademarks to see if they’re in the clear.
You can take some measures yourself, like searching the trademark database on the U.S. Patent and Trademark Office website. This can help you see if someone’s already claimed a federal trademark on your desired business name.
State trademarks are applicable only within the borders of a state. The Maryland Secretary of State has a trademark search engine on its website where you can see if anyone has a state trademark on your desired LLC name. If you want, you can also apply for your own state trademark there.
In addition to checking these databases, it’s wise to do internet searches for your business name, including checking domain names, social media sites, and online phone directories.
Something else you may want to think about is whether you’ll want a Maryland DBA name. A DBA or “Doing Business As” name is a name that’s different from your business’s legal name. Trade names are often used when a company wants to use a different name to introduce a new product line or store.
In Maryland, a DBA is referred to as a “trade name” and must be registered with the Maryland State Department of Assessments and Taxation for a fee.
If your business changes after you’ve named it, you can also change your business name if needed.
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Next, appoint a resident agent for your LLC. A resident agent (referred to in most other states as a “registered agent”) is an individual who receives legal correspondence on behalf of a business. Designating a resident agent is a requirement for every Maryland limited liability company.
Your resident agent must have a physical street address in Maryland. You can’t use a P.O. box or something similar because legal paperwork like notifications of lawsuits must be delivered in person. A Maryland resident agent must be available in person to accept such deliveries during normal business hours and then notify the LLC members.
It might seem logical that you designate yourself or another member as the resident agent and use your residential or business address as the point of contact. While this is technically permitted, it’s a risky move. It could put you in the awkward position of being notified of a lawsuit in front of customers.
Hiring a professional registered agent service like ours can provide the following benefits:
Serving as your own resident agent or appointing another member to be your agent might seem the simplest way to meet Maryland’s resident agent requirement. But think about what could happen if a process server is unable to find you or your appointed agent.
This can occur if your appointee is out of the office (for example, they’re meeting clients, taking a sick day, etc.) when someone needs to reach the agent. It can also happen if the resident agent moves or quits and you forget to update your paperwork with the state.
In addition to legal penalties for being out of compliance, failing to maintain a resident agent could mean that a process server can’t find you to notify you of a lawsuit. In that case, a lawsuit against the company could go forward without your knowledge, meaning you wouldn’t even have a chance to defend yourself.
Resident agent services can help you avoid this scenario.
File Maryland Articles of Organization for your LLC. Once approved, this step makes your LLC official in the eyes of the state.
Filing official government documents like this can be intimidating for many people, which is why we’re here. With our business formation plans, our professionals handle the filing for you to make sure it’s done correctly the first time. But, although we can handle this for you, we’ll show you how the process works below.
The Articles of Organization is filed with the Maryland Department of Assessments and Taxation to establish your business as a recognized legal entity. The Maryland LLC application form will ask you for the following information:
We offer a step-by-step process on how to file your Articles of Organization in Maryland.
The completed Articles of Organization can be filed online, by mail, or in person. Mail and in-person submissions can go to:
State Department of Assessments and Taxation
301 W. Preston Street, 8th Floor
Baltimore, MD 21201-2392
To file online, visit the Maryland EGov Business portal.
You’ll need to pay a filing fee of $100 to submit the Articles by mail. You can pay an extra $50 to have the process expedited to seven business days. The normal processing time is four to six weeks. Make checks out to the State Department of Assessments and Taxation.
If you file online, the process is automatically considered expedited, so you would pay $100 plus the $50 expedited process charge. Filing online is a much faster process, so the processing time is usually within seven days.
If any of the original Articles of Organization information needs to be changed or updated, your business is required to inform the state about the changes.
You would report these changes by filing paperwork with the Maryland Department of Assessments and Taxation. The type of paperwork will depend on what information you’re changing. For some guidance, see our page on amending your Maryland Articles of Organization and how to change your business name in Maryland.
If your Articles of Organization isn’t current, it could impact your ability to get a Maryland Certificate of Status. A Certificate of Status isn’t required to conduct business, but it’s important for things like expanding your LLC to other states, renewing certain licenses and permits, and attracting potential investors.
Do you need help amending your Articles of Organization? We have an amendment filing service that can handle it for you, as well as our Worry-Free Compliance service, which includes two amendment filings every year.
If you have us file Articles of Organization for you, once the state approves your LLC in Maryland, your paperwork will be available from your ZenBusiness dashboard. There you can keep it and other important paperwork digitally organized.
Once you get your physical paperwork back from the state approving your new LLC, you’ll want to keep it in a safe location along with your other important documents, such as your LLC operating agreement, member certificates, contracts, compliance checklists, transfer ledger, etc. We offer a customized business kit to help you keep these important documents organized and looking professional.
Want help filing your Articles of Organization? We can help. Use our fast, reliable filing service to start your LLC in Maryland. We’ll handle the heavy lifting for you, so you can get back to building your dream business.
Make an operating agreement for your Maryland LLC. An operating agreement outlines who owns the LLC and how it will be run. Legally, you’re not required to submit an operating agreement with your Articles of Organization for your Maryland Limited Liability Company.
That said, it’s considered best practice to put such an agreement in place. This is especially true if the LLC has multiple members. The LLC operating agreement reduces the risk of future conflict. It can be referred to in case of internal disagreements.
These are the types of details you may include in the operating agreement:
In addition to helping to avoid internal conflict, an operating agreement is essential if you want to bring additional investors into your business. Most people want to ensure that a business is being run smoothly and according to set guidelines before they put money into it. When you can present a potential investor with your Maryland operating agreement, they have this assurance.
An operating agreement also further distinguishes you and the other members of the Maryland LLC from the business. It helps defines you as independent owners of the business — people who are distinct from the business entity. This is important if the business gets into legal trouble.
Feeling unsure as to how to create an operating agreement for your LLC? You can help with that, too. We offer a guided customizable template to help get you started. Our chatbot walks you through the process of creating your agreement and allows for e-signature of the document.
It may seem like most items in your operating agreement are intended to avoid disputes among the LLC members, so, if you’re the only member, you might wonder why you even need an agreement. But potential investors, future business partners, and others may want to see your operating agreement regardless.
The operating agreement can also specify what you want to happen to the LLC and its assets if you become unable to run the business.
Here’s another thing to consider: Someone could take an LLC owner to court to try to prove that the owner and the LLC are the same entity so that they can go after the owner’s personal assets in addition to the business’s. Should that happen, having an operating agreement in place is one more thing further demonstrating to the court that the business owner and the LLC truly are separate.
Apply for an Employer Identification Number (EIN). This is a nine-digit code, sort of like a Social Security number but for a company. The Internal Revenue Service (IRS) uses EINs to identify businesses. You may also see an EIN referred to as a FEIN (Federal Employer Identification Number) or FTIN (Federal Tax Identification Number).
Once your Articles of Organization and operating agreement are in place, it’s best to get an EIN for your Maryland LLC proactively. Among other things, It’s necessary if you hire employees or if you have multiple members. On top of that, there are practical benefits. For example, you can use your EIN to obtain a business bank account.
You can get your Maryland LLC’s EIN through the Internal Revenue Service website, by mail, or by fax. If you’d prefer not to deal with the IRS, we can get it for you. Our FEIN service is quick and eliminates the hassle.
You’ll need to register to pay state taxes to the Maryland government. You can register to pay the following taxes and get the following licenses using the Maryland Business Express website:
This isn’t a comprehensive list. Which of the above licenses and tax registrations you’re required to have will depend on the nature of your business and whether you have employees. You can learn more about your tax obligations on the Comptroller of Maryland website.
The LLC business structure is known for its flexibility, and that extends to how you can choose to have your LLC taxed.
An LLC has pass-through taxation by default. Most LLC owners like this because it avoids “double taxation,” in which a corporation pays taxes at both the business level and again when the income is distributed to the individual owners. But some LLCs prefer to be taxed as a C corporation or an S corporation because, in their case, it works to their advantage.
Being taxed as a C corporation does mean you get double taxation, but, for certain LLCs, the pros sometimes outweigh the cons. One major benefit is that C corporations have the widest range of tax deductions, which could be an advantage in some scenarios, especially for more profitable LLCs. For instance, employee insurance premiums can be written off as a business expense.
S corp (short for “Subchapter S Corporation”) refers to a tax status geared toward smaller businesses. Having your LLC taxed as an S corp has pass-through taxation like a standard LLC, but it has another potential advantage for some LLCs: It could reduce what you pay in self-employment taxes.
Self-employment taxes are the taxes earmarked for Social Security and Medicare. In a typical LLC, you would pay these on all of your profits.
But filing as an S corp allows you to be an “employee-owner” and split your income into your salary and your share of the company’s profits. In this way, you pay employment taxes on your salary, but not self-employment taxes on your profits. (You’ll still pay any other applicable taxes on your LLC profits, of course.)
One drawback is that the IRS scrutinizes S corps more closely, meaning you’re more likely to get audited. S corps also have more restrictions for qualifying.
Remember, though, that taxes are complicated and vary greatly from business to business. Though it’s possible that one of the above options could work better for your LLC, consult a tax professional to see which taxing method works best for your Maryland business.
If you decide to form your LLC with an S corp status, our S corp service can simplify the process for you.
Once you’ve secured an Employer Identification Number, you’ll be able to open a business bank account. Having separate accounts for your business and your personal banking is critical for sorting out your finances at tax time and helps you avoid commingling funds. Commingling funds not only makes your taxes more difficult, but it could also be used against you if someone takes you to court to challenge whether you and your LLC are truly separate entities (that is, they want to sue you not just for your business assets, but also your personal assets).
We’ve partnered with LendingClub to offer a discounted bank account for your new business. This allows for unlimited transactions, online banking, a debit card, and more. When you want to authorize others in your business to use the account, we offer a banking resolution template to simplify the process. It may also be a good idea to get a business credit card so you can start developing a credit history.
For further help managing your new business’s finances, try ZenBusiness Money. It can help you make invoices, receive payments, and transfer money all in one place. With a few clicks, you can track, categorize, and manage your expenses and small business tax deductions.
Following all the steps above should help you form a new LLC. But there’s still more to know than how to form an LLC in Maryland. You need to know about things like hiring employees, getting business licenses and permits, getting additional financing if you need it, how to make changes in your business, and how to stay in compliance with the government.
We offer many services beyond just helping you form your LLC. Our business experts can also give you long-term business support to help run and grow your company.
Maryland has many business opportunities, but, if the paperwork of starting a business feels overwhelming, we can help. Let us take care of the Maryland LLC registration process, compliance, and more. That way, you can get back to running your dream business, whether it’s a commercial fishery in Ocean City or being a fitness trainer in Glen Burnie.
Disclaimer: The content on this page is for informational 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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The filing cost of starting a Maryland LLC is relatively low. The base filing fee for forming an LLC in Maryland is $100, but that could increase if you file online or otherwise expedite the filing, you reserve your business name, etc. Note that fees change over time, so check the Maryland Department of Assessments and Taxation website for the most recent Maryland LLC cost schedule.
Note this does not include Maryland LLC annual fees like filing your Maryland annual report. And, depending on the type of business you plan to open, business licenses and permits might be required. For example, if you open a restaurant, you need a food service license and, if you plan to sell alcohol, a liquor license. This will mean added fees and sometimes fees for renewing the licenses and permits.
We’ve already alluded to some of the advantages of a Maryland LLC above. Are you still weighing the pros and cons? Here’s an overview of the benefits:
Learn more about the LLC business structure and its advantages.
LLCs are typically considered “pass-through entities,” meaning that the business itself typically doesn’t pay federal income tax on its profits. Instead, the responsibility to pay income taxes falls only on the individual. In a standard corporation, profits are taxed first at the corporate level and again when the profits are distributed to the individual owners.
Single-member LLCs don’t have to file a separate federal return for their LLC. They report the LLC income on their personal income tax return (Form 1040). But LLCs with multiple members must file a separate informational federal return for the LLC, Form 1065. Then each LLC member reports their share of the profits on Schedule K-1 and attaches it to their own personal federal tax return.
Although LLCs are taxed as sole proprietorships or general partnerships by default, LLCs also have the option to be taxed as corporations. Some LLC members choose to classify their businesses as an S corporation or a C corporation, which can be advantageous in some cases. In particular, many LLCs elect to be taxed as S corporations because it can save the members money on self-employment taxes. You can learn more on our “What Is an S Corp?” page.
You also have a few other forms of federal taxation to keep in mind. For example, you will likely need to pay self-employment taxes on your portion of the LLC’s profits. These are the taxes that go toward Social Security and Medicare. Fortunately, an LLC member can deduct half of the self-employment taxes paid as a business expense.
Maryland Tax Filing Requirements
If you have your LLC taxed as a pass-through entity for federal income tax, Maryland will tax you in the same manner for state income tax. One exception to this is that if a pass-through entity has a nonresident member and nonresident taxable income, then the entity must pay Maryland income tax.
Another exception to this is that if you choose to have your LLC taxed as a C corporation, the LLC will have to pay the Maryland corporate income tax.
Regardless of whether your LLC owes any taxes to the State of Maryland, all pass-through entities in the state must file Maryland Form 510, Pass-through Entity Income Tax Return. This is an informational return, and no tax payment is due with it unless your LLC must pay the nonresident member tax. LLC members will pay state income and other Maryland taxes on their state income tax forms.
In addition, all LLCs in the state must file an annual report and pay a fee every year, regardless of whether the LLC is profitable. Along with the annual report, LLCs must pay property tax and file a Personal Property Tax Return if they own, ease, or use personal property in Maryland or maintain a trader’s license with a local unit of government in Maryland.
We listed many of the possible taxes you could be responsible for in Step 5, but this isn’t a comprehensive list. Check the Comptroller of Maryland website for more information. You can also read our page on Maryland small business taxes.
Don’t forget that you may owe taxes to your county, municipalities, and other tax districts. You’ll need to check with your local tax authorities to make sure you’re paying all the taxes you owe.
Even for business entities like LLCs, taxes can be very difficult to calculate. We recommend consulting a tax professional. They can keep you out of trouble with tax collectors and potentially find tax savings you weren’t aware of.
The standard processing time for filing the Articles of Organization by mail is four to six weeks. Expedited requests cost an extra fee (on top of the other filing fees and service charges due upon filing). An expedited request will be handled within seven business days.
Hand-delivered documents may receive expedited same-day service during set hours from Monday through Friday. Online filings are also considered expedited (and are automatically charged as such) and will be handled within seven business days.
An operating agreement is an internal document, so you’re not legally required to file it with the state of Maryland. However, it’s smart to create this document, as it can help secure investors and avoid business conflicts.
Maryland LLCs are generally taxed as “pass-through entities” by default. This means that the LLC itself doesn’t pay federal income taxes, but each member must pay their own income taxes on profits received from the company. This is unlike most corporations, in which profits are taxed twice, first at the business level and again at the individual shareholder level.
In some instances, it might be preferable to opt to have an LLC taxed as a C corporation so that more money stays “in” the business and/or so that more tax deductions are available. Some LLCs elect to be taxed as an S corporation if it will save them money on self-employment taxes. These are both more complicated tax filings and should be discussed with a tax expert beforehand.
You can learn more about how these methods of taxation compare on our LLC vs. S corporation and LLC vs. C corporation pages.
In a Series LLC organization, multiple LLCs operate under one larger LLC. Each company has its own rights, obligations, and assets under the umbrella company. Maryland law doesn’t currently allow for a Series LLC structure.
You’ll need to make sure your LLC has all the business licenses and permits it’s required to have by law. Unfortunately, because licensing varies by industry and location and can occur on the federal, state, and local levels, there’s no one-stop shop to check to see if you have all the licenses and permits you need. You’ll have to do some research.
For Maryland licenses and permits, the Maryland OneStop Portal has an online tool for checking to see what licensing your business will require. Still, this doesn’t take into account federal licenses or local licenses and permits.
If you just want the peace of mind to know that your business has all the business licenses and permits it’s legally required to have, our business license report service can do the work for you.
To dissolve a Maryland LLC, first check your company’s operating agreement. This paperwork likely includes details on dissolution, such as which members need to approve it. Next, you must wind up your LLC business, which includes satisfying any liabilities, distributing assets, and paying final taxes. Finally, you must file Articles of Cancellation with the State Department of Assessments and Taxation. A filing fee must be paid, along with the usual service charges.
For more information, visit our Maryland business dissolution guide.
Transferring all or part of the ownership of an LLC can be a complicated process because, unlike corporations, you can’t simply sell shares. First, consult any established rules for transferring ownership in your operating agreement. From there, you may want to consult an attorney. See our How to transfer LLC Ownership in Maryland guide for more information.
Writing a business plan isn’t a legal requirement. However, it’s an excellent idea to have one. Business plans help entrepreneurs develop strategies to set up new companies for success. Without a business plan, it might be hard for you to persuade others to invest in or join your business.
Yes, you can do so by completing a Maryland Trade Name Application form and paying a small fee. It will need to be renewed every five years.
Follow the rules for removing a member established in your operating agreement. If you don’t have an operating agreement or you still have questions, consult an attorney.
Yes, all LLCs in the state must file a Maryland annual report and pay a fee every year, regardless of whether the LLC is profitable. In addition, they must file the annual report along with a Maryland Personal Property Tax Return if they own, ease, or use personal property in Maryland or they maintain a trader’s license with a local unit of government in Maryland.
We can help you file your annual report with our annual report service.
A few states require LLCs to advertise their existence in one or more local newspapers upon formation, but Maryland does not.
Yes. To change your Maryland LLC’s name, you must first make sure the name you want is available. Then, you need to amend your LLC’s formation documents by filing an Amendment to your Articles of Organization. You can learn more on our How to Change Your Maryland Business Name page.
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