Forming a Limited Liability Company (LLC) in the State of Maryland

One or more people may form an LLC. This article will be most helpful to a single owner, also called a “member,” who wants to form an LLC.

Topics on this page:

 

Considerations

When you start a company, you can choose between several general types of companies.  Four of the most common are a sole proprietorship, partnership, limited liability company, and corporation. This article will help you understand what a Limited Liability Company (LLC) is and why it may be a good option for you. This article provides a step-by-step guide to starting an LLC in Maryland, including the cost. This article does not, however, cover the many Maryland laws that you must follow in order to run a business and it does not cover the advantages, disadvantages, or requirements for other types of companies.

One or more people may form an LLC. This article will be most helpful to a single owner, also called a “member,” who wants to form an LLC. If there is more than one member, then it is strongly recommended that all of the members sign an Operating Agreement, as discussed briefly at the end of this article.

 

What is a Limited Liability Company (LLC)?

An LLC is distinct from other types of companies. In Maryland, detailed requirements for creating or forming an LLC are in the Maryland LLC Act (Md. Corporations and Associations Article, Limited Liability Company Act, Title 4A).  An LLC may conduct activities related to any lawful business, purpose, investment, or activity, whether for profit or not for profit, except the business of acting as an insurer. The law also contains some requirements for operating an existing LLC in Maryland. However, the law is very flexible about an LLC’s powers, meaning the actions it can take. An LLC can be set up to exist indefinitely or to end its activities after a certain time, and it can enter contracts or carry-on other business as determined by its members.  LLC members generally have great freedom to set up the company in the way that works best for them.  

Read the law: Md. Code, Corporations and Associations, § 4A-102; § 4A-201; 4A-203

 

Should I form my company as an LLC?

Whether to sell your goods or services through an LLC depends on a number of factors. You should consider:  

  • Limited Personal Liability. Members are usually not held personally liable for the acts and business debts of the LLC. This means that if the LLC is sued in court, your money and other assets that you own personally, such as your home and savings accounts, are generally protected from being used to satisfy a judgment against the LLC (there are various important exceptions to this, including when there has been fraud).  Read the law: Md. Code, Corporations and Associations, § 4A-301
  • Credibility. It is difficult to measure this benefit.  In order to successfully sell some goods or services, potential customers might be more inclined to do business with you because you have taken formal steps to file with the State. Formation of an LLC with the State can thus establish a perception of credibility that sole proprietorships and partnerships may not have.
  • Paying Taxes. Members are taxed only at the personal level, and not also at the business level. In other words, the income earned by the LLC is considered to be income earned by the member(s) and is only taxed on the member’s personal income tax filing. This is different from the general rules for a corporation. A corporation generally pays taxes on its income, and then the owners also pay taxes on any dividends or other profits that are distributed to them from the corporation. You should discuss tax issues in advance with a tax professional.
  • Flexibility. The law gives the members of an LLC broad flexibility to decide how the LLC will operate and suggests a number of provisions that members might want to consider. A written agreement about operating procedures is not required, although as stated previously, it is very useful for LLCs that have more than one member.  Read the law: Md. Code, Corporations and Associations, § 4A-402
  • Legal Requirements and Paperwork. Unlike a corporation, an LLC is not required by law to establish a separate Board of Directors to make important business decisions or officers to manage daily operations. LLC members may make the important business decisions and manage the LLC’s daily operation. Also, the record keeping requirements are relaxed for an LLC. While a corporation must maintain records of accounts and transactions and minutes of its stockholder and board meetings, LLCs are not legally required to keep such records (although it makes good legal and business sense to do so).  The law does require an LLC, however, to file articles of organization. Also, the law requires LLCs and corporations alike to make annual filings, such as the Personal Property Return, which discloses to the State gross sales and anything else the LLC owns. For more information, see the article on Good Standing. Read the law: Md. Code, Corporations and Associations, § 2-111, and 4A-402

 

How do I form an LLC?

What follows is a general guideline for forming an LLC in Maryland. This guideline is not a substitute for seeking expert legal advice, especially in the areas of taxation, drafting the Operating Agreement, and confirming when your personal assets might be at risk. 

Step 1: Choose a name for your LLC. The name must include the words “limited liability company.” You can spell the name out or abbreviate it as LLC or L.L.C. The name of the LLC must be different from that of other Maryland LLCs, corporations and other Maryland businesses. You can use the database of business names on the State Department of Assessments and Taxation’s (SDAT) website to see if your name is similar to another.

Step 2: Select a resident agent – someone who will receive legal papers on behalf of the business if the LLC must go to court. The resident agent must be a Maryland citizen over the age of 18, a Maryland corporation or another Maryland LLC. This can be the same person starting the LLC.

Step 3: Complete the articles of organization and submit them to SDAT.

You must include the following in the articles of organization:

  1. The name of the LLC.
  2. The purpose of the LLC. The purpose is as simple as what the business will be doing. For example, a mechanic shop’s purpose could be as simple as, “To service and repair motor vehicles.”
  3. The address of the LLC. This is where the business will be based.
  4. The name and address of the resident agent. The resident agent’s address cannot be a Post Office Box.
  5. The signature of the person forming the LLC.
  6. The signature of the resident agent.
  7. A return address.

Read the law: Md. Code, Corporations and Associations § 4A-204; § 4A-208

Costs and Time Frame

In Person: Same day service is available for an additional $425 fee. Please see the SDAT website for more information on timeframes and limitations.

By Mail: Processing times by mail are typically longer than online submission. Please see the SDAT website for filing fees.

Online: SDAT strongly recommends filing documents online via the Maryland Business Express portal. The cost is $100, and you may request expedited processing for an additional fee. The Business Express website has more information on filing fees and processing turnaround times.

SDAT Address

State Department of Assessments and Taxation
Corporate Charter Division
301 W. Preston Street; Room 801
Baltimore, MD 21201

 

What do I have to do after I file?

The points made throughout this article should serve as a guide but do not cover the many Maryland laws about running a business such as taxes, and business regulations:

  • File annual Personal Property Return every year. You must file this with SDAT Personal Property Division by April 15th. There is a $300 filing fee. If you do not file this form, you may be fined, or your business could lose its LLC status and liability protection.  
  • The Personal Property Return is state specific and there is no comparable Federal filing. Your income tax earned from the LLC, however, is payable to the State and to the Federal government. Consult a tax professional to learn more.
  • For more information, see the article on Good Standing.

 

Additional Steps

  • You may wish to construct a written Operating Agreement, especially if you have more than one member. This agreement will help define the different roles in the company and the rules that members are to follow. The Small Business Administration has a page explaining what should be in an Operating Agreement.  However, the information does not specifically address Maryland law, so use it as a general starting point only.  Read the law: Md. Code, Corporations and Associations § 4A-402
  • Obtain an EIN, Employer Identification Number. An EIN is like a social security number for a business. The EIN is how the Internal Revenue Service (IRS) identifies your business.
  • Open business tax accounts with the Maryland Comptroller's Office.
  • Check for needed licenses or permits.
  • Open a bank account for the LLC. In order to do this, you need an EIN.

 

Source
Original article by Michael Paddy, Rule 16 Student Attorney (Fall 2015), Community Development Clinic, University of Baltimore. Edited by PLL. Edited by Regina Strait, Esq. Updated by Chelsea Journigan, Esq.