Maryland Articles of Incorporation: Definition, Purpose

What are Maryland Articles of Incorporation?

Maryland articles of incorporation is a legal document that must be filed with and approved by the Maryland Department of Assessments and Taxation to establish a corporation in the state.

The purpose of articles of incorporation is to provide the state important information about your new corporation. Articles of incorporation will include:

• The corporation name
• Principal business address
• Name and address of the registered agent
• The number of shares the corporation is authorized to issue
• Contact information of all officers and directors
• Business purpose

Once your articles of incorporation are approved, the Department of Assessments and Taxation will issue you an SDAT Identification Number, which will begin with a letter (“D”, “F”, “W”, “L”, “T” or “Z”). This number serves as Maryland’s unique identifier for your business.

How Do I Find Articles of Incorporation in Maryland?

To find the articles of incorporation form for the state of Maryland, you can follow these steps:

1. Visit the Maryland Department of Assessments and Taxation website.
2. Click on "Business Services" in the main menu.
3. Click on "Forms and Applications" in the drop-down menu.
4. Scroll down to the "Corporations" section and click t he "Articles of Incorporation" link.
5. Download and save the PDF form.

Once the form is completed, it can be submitted with a filing fee to the Maryland Department of Assessments and Taxation.

Does Maryland Require Articles of Incorporation?

Yes. In Maryland, you cannot incorporate a business without filing articles of incorporation. Maryland also requires a filing fee that must be paid at the time of filing.

Maryland Articles of Incorporation Example

[Your Company Name]

ARTICLES OF INCORPORATION

OF

[YOUR COMPANY NAME]

A Maryland For-Profit Corporation

I. NAME

The name of this corporation is [Your Company Name].

II. PURPOSE

The purpose for which this corporation is organized is to engage in any lawful act or activity for which a corporation may be organized under the Maryland General Corporation Law.

III. AUTHORIZED SHARES

This corporation is authorized to issue two classes of shares designated as "Common Stock" and "Preferred Stock." The total number of shares that this corporation is authorized to issue is [Total Number of Shares], of which [Number of Common Shares] shall be Common Stock, and [Number of Preferred Shares] shall be Preferred Stock.

A. Common Stock

1. Voting Rights: Each holder of Common Stock shall be entitled to one vote for each share of Common Stock held on all matters submitted to a vote of shareholders.

B. Preferred Stock

1. The Preferred Stock may be issued in one or more series, each with such designation, rights, preferences, and limitations as the Board of Directors may determine by resolution. The Board of Directors is expressly granted the authority to determine and alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock.

IV. REGISTERED OFFICE AND AGENT

The address of the initial registered office of this corporation in the State of Maryland is:

[Registered Office Street Address] [City, State, Zip Code]

The name of its initial registered agent at that address is [Registered Agent's Name].

V. INCORPORATOR

The name and address of the incorporator are:

[Incorporator's Name] [Incorporator's Street Address] [City, State, Zip Code]

VI. DIRECTORS

The number of directors constituting the initial board of directors is [Number of Directors], and the names and addresses of the persons who are to serve as the initial directors are:

[Director 1's Name] [Director 1's Street Address] [City, State, Zip Code]

[Director 2's Name] [Director 2's Street Address] [City, State, Zip Code]

[Additional Directors, if applicable]

IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named, has executed these Articles of Incorporation on this [Day] day of [Month], [Year].

[Incorporator's Name]

[Note: This is a basic example of Articles of Incorporation for a for-profit business in Maryland. Depending on the specific circumstances and requirements of your company, additional provisions may need to be included. It is always recommended to consult with an attorney or other qualified professional to ensure your Articles of Incorporation comply with all applicable laws and regulations.]

How Do I Fill Out Articles of Incorporation in Maryland?

In Maryland, the most convenient way to fill out articles of incorporation is online through the Maryland.gov online filing portal. This website allows you to draft articles of incorporation, pay the filing fee, and submit your articles for approval.

Before sitting down to draft articles of incorporation, make sure you have the following information ready:

• Corporate name. A corporation name in Maryland must be distinguishable from all other registered business entities.
• Principal address. The purpose for which the corporation is formed.
• Principal address. The principal place of business of the corporation is usually the street address of the main office.
• Registered Agent. A registered agent (called a resident agent in Maryland) is the person designated to receive legal documents on behalf of the corporation. A resident agent must have a physical address in Maryland and they must sign the articles of incorporation.
• Stock. The number of shares that the corporation can issue and the par value of each share. This number has to be greater than zero.
• Incorporators. The incorporator is the person who is drafting and filing the articles of incorporation. Some businesses use a filing attorney while other owners draft this document on their own.
• Officers and directors. The names and addresses of each officer and director of the corporation.
• Signatures. All incorporators must sign the articles of incorporation.

There are several different types of corporations that can be established. Each type of corporation has slightly different rules about what information needs to be included in the articles of incorporation. If you are unsure whether you must provide additional business information, you should consult with a knowledgeable attorney.

Relevant Laws

• Corporations and Associations Code Ann. § 1-301 (Execution of articles)
• MD Code, Corporations and Associations, § 1-201 (Recording and filing of documents)
• MD Code, Corporations and Associations, § 1-203 (Fees, recoding and filing)
• MD Code, Corporations and Associations, § 1-208 (Resident agents, restrictions)