Form a corporation in Maryland
Maryland’s incorporation fee scales with your stock, and a flat 8.25% tax follows – CountSure sizes your shares, files with SDAT, and tracks the $300 April 15 report. $120 base to file – but it climbs with authorized stock.
Requirements, costs & steps for an incorporate in Maryland
Incorporating in Maryland has one wrinkle most states do not: your filing fee depends on how much stock you authorize. The base is $120, but it climbs once your authorized stock crosses a threshold. Add Maryland’s flat 8.25% corporate income tax and the $300 annual report, and it pays to plan the numbers before you file. This guide covers the cost, the filing steps, the tax, and ongoing compliance. To compare structures first, read our Maryland LLC formation guide, or let our Maryland incorporation service file it all for you.
What you need to know?
Filing fee scales with stock:
The base is $120 [VERIFY] ($100 + a $20 organization and capitalization fee), rising once aggregate par value exceeds $100,000 or you authorize more than 5,000 no-par shares.
Filed with SDAT:
Like LLCs, corporations file with the State Department of Assessments and Taxation, not a Secretary of State.
Flat 8.25% corporate income tax:
Maryland taxes corporate income at a flat 8.25%, with no franchise tax on net worth.
Directors in the Articles:
Maryland requires you to name your initial directors in the Articles of Incorporation; they need not be Maryland residents.
The $300 annual filing:
Corporations file the same $300 annual report and personal property return (Form 1) by April 15.
Maryland corporation at a glance
The essentials for incorporating and maintaining a Maryland corporation.
How to incorporate in Maryland, Step by Step
Seven steps from name check through your April 15 annual filing.
Choose a compliant corporate name
Maryland corporate names must include “Incorporated,” “Corporation,” “Company,” “Limited,” or an accepted abbreviation, be distinguishable from existing names, and not mislead the public. Reserve a name for 30 days for $25 if desired.
Appoint a resident agent
A Maryland resident, or a Maryland corporation, LLC or limited partnership, with a physical in-state address (no PO box), who signs the Articles. CountSure can act as your resident agent.
Decide your stock and directors
Maryland’s filing fee scales with authorized stock, so decide your authorized shares and par value before filing. The $120 base applies when aggregate par value is $100,000 or less and you authorize no more than 5,000 no-par shares. You must also name your initial directors, who become part of the public Articles.
File Articles of Incorporation with SDAT
File through Maryland Business Express (or by mail) with the $120 base fee (more if your stock exceeds the threshold). The Articles list the corporate name, purpose, resident agent, principal office, authorized stock, and initial directors. Standard SDAT processing can take several weeks.
Adopt bylaws and hold an organizational meeting
Appoint officers, adopt bylaws (internal, not filed), and authorize stock issuance. Keep minutes and a stock ledger in your corporate records.
Get an EIN and register for taxes
Obtain a free EIN; to elect S-corp treatment, file IRS Form 2553; register with the Comptroller of Maryland for the 8.25% corporate income tax, sales tax, and withholding as needed.
Calendar your April 15 annual filing
File the combined $300 annual report and personal property return (Form 1) with SDAT by April 15 each year, starting the year after incorporation.
Director & formation Requirements
Maryland names directors on the public Articles and prices the filing on your stock. Here’s what to get right.
- Minimum number: At least one director.
- Residency / age: No Maryland residency or statutory age requirement; qualifications are set by the charter or bylaws.
- Listed in Articles: Yes. Maryland requires the names of the initial directors to be listed in the Articles of Incorporation, and the incorporator (who must be 18 or older) signs the form.
- Bylaws: Maryland corporations adopt bylaws internally; they are not filed with SDAT.
- Stock: Authorized shares and par value are listed and drive the filing fee; keep aggregate par value at or under $100,000 to stay at the $120 base.
Ongoing Maryland corporation Compliance & Taxes
Corporate records
Keep the Articles, bylaws, stock ledger, director and officer lists, and minutes of shareholder and board meetings at your principal office. Maintaining these formalities protects your limited-liability status.
Annual Report and Personal Property Return, due April 15
Maryland corporations file the same combined Annual Report and Personal Property Return (Form 1) with SDAT by April 15 each year, for $300, filed through Maryland Business Express (online adds a 3% technology fee). It updates your officers and directors and reports any business personal property. The first filing is due the year after incorporation. A 60-day extension to June 15 is available if requested by April 15. As with LLCs, the $300 is owed even in a year with no activity, and a MarylandSaves fee waiver (approved before December 31 of the prior year) can eliminate it. Filing late brings a penalty of one-tenth of one percent of the county assessment plus interest, and never filing leads to forfeiture of the corporation’s charter.
Corporate income tax, flat 8.25%
Maryland taxes corporate net income at a flat 8.25%, using a single-sales-factor apportionment formula that generally favors companies selling into Maryland from elsewhere. A bill to phase the rate down has been proposed but has not passed, so 8.25% remains the rate. There is no franchise tax on net worth. Corporations file with the Comptroller of Maryland.
S corporation election
Maryland recognizes the federal S-corporation election. Income generally passes through to shareholders and is taxed on their Maryland personal returns at the graduated individual rate (2% to 6.5%) plus county tax of 2.25% to 3.30%. An S election does not replace the corporation’s SDAT filings or the annual Form 1. Maryland also allows a pass-through entity tax election that can help with the federal SALT cap.
EIN and state tax accounts
An EIN is required to hire and bank. Register with the Comptroller of Maryland through Maryland Tax Connect for corporate income tax, withholding, and sales and use tax as applicable.
Maryland incorporation Cost Breakdown
The full picture before optional services.
Insight From Our Team
“The thing to get right when you incorporate in Maryland is the stock structure, because unlike most states the filing fee actually scales with it. The base is a hundred and twenty dollars while your aggregate par value stays at or under a hundred thousand, but authorize a big block of high-par stock and that capitalization fee climbs. So we size the authorized shares deliberately. After that, Maryland is straightforward but not cheap: a flat eight and a quarter percent corporate income tax, no net-worth franchise tax, and the same three hundred dollar annual report every entity here pays by April 15. We plan all three from the start.”
Parth Shah
CountSure
Related Guides & Services
- All state formation guides
Frequently Asked Questions
The base fee is $120, made up of a $100 filing fee and a $20 organization and capitalization fee. That base applies when your aggregate par value is $100,000 or less; above that, the capitalization portion rises with your authorized stock.
Because the organization and capitalization fee scales with authorized stock. Keep aggregate par value at or under $100,000 (and no-par shares at 5,000 or fewer) and you pay the $120 base; authorize more and the fee increases.
A flat 8.25% on Maryland-apportioned net income, using single-sales-factor apportionment. Maryland has no franchise tax on net worth. A proposed rate reduction has not passed.
Yes. Maryland requires the initial directors to be named in the Articles of Incorporation. They do not have to be Maryland residents.
Yes. Corporations file the same combined $300 Annual Report and Personal Property Return (Form 1) with SDAT by April 15 each year, just like LLCs.
Get Started
Start your Incorporate in Maryland with CountSure
From a well-sized stock structure and SDAT Articles of Incorporation to bylaws, EIN, the April 15 annual filing, and Maryland’s flat 8.25% corporate income tax, CountSure handles Maryland incorporation start to finish.
- Free 30-minute consultation with a CPA
- Fixed-fee, fully transparent pricing
- 100% remote - no travel or visa required
