Maryland Foreign LLC Registration (How-to Guide)

Ready to expand your business into Maryland’s vibrant market? That’s a fantastic choice!

Navigating the foreign LLC registration process can seem tricky, but I’ve got you covered.

This guide simplifies each step, from appointing a registered agent to filing the necessary paperwork.

Let’s get your LLC up and running in Maryland!

Maryland Foreign LLC Requirements

1. Maryland Registered Agent

First, your foreign LLC must have a registered agent based in Maryland. This registered agent is crucial because they will receive all legal documents and official notices on behalf of your LLC.

You can choose an individual in Maryland, a business entity that provides registered agent services, or a professional registered agent service.

The key is that your registered agent must have a physical address in Maryland and be available during regular business hours.

2. Certificate of Good Standing

Next, you must obtain a Certificate of Good Standing from the state where your LLC was originally formed. This certificate, sometimes called a Certificate of Existence or Certificate of Status, proves that your LLC is legally registered and complies with state regulations.

Ensure the certificate is issued within 60 days before submitting your Maryland registration application. This document is essential as it verifies the legitimacy of your LLC.

3. Foreign Limited Liability Company Registration

To officially register your foreign LLC in Maryland, complete the Foreign Limited Liability Company Registration form and submit it to the Maryland State Department of Assessments and Taxation.

Here’s what you’ll need to include in the form:

• LLC name
• State of Formation
• Principal office address
• Information about your Maryland registered agent

The filing fee for this registration is $100. If you need expedited processing, you can pay $150 plus a $5 credit card fee for online submissions. This step is vital to legally operating your business in Maryland.

You can file your Foreign Limited Liability Company Registration online, in person, or by mail.

If filing by mail or in person, send your completed form to the following address:

SDAT – Corporate Charter Division
301 W. Preston Street, Room 801
Baltimore, MD 21201

4. Certificate of Status

Once your registration is processed, the Maryland State Department of Assessments and Taxation will issue a Certificate of Status. This certificate confirms that your foreign LLC is authorized to do business in Maryland and that you have met all the necessary registration requirements.

Keep this certificate safe, as it proves that your LLC complies with Maryland state laws.

How to File a Foreign LLC in Maryland State

Step 1. Selecting Your Business Name (new or existing)

First, ensure your LLC’s name is available in Maryland and complies with state naming rules. You can search the Maryland business name database here to check for availability.

If your existing name has already been taken or doesn’t meet Maryland’s requirements, you may need to select a new name or use a DBA (Doing Business As) name. This ensures your LLC can operate without any legal issues related to the business name.

Step 2. Appointing Maryland Registered Agent (I use Northwest)

Next, you must appoint a registered agent with a physical address in Maryland. This registered agent will be responsible for receiving legal documents and official notices on behalf of your LLC.

You can choose an individual resident, a domestic entity, or a registered agent service.

I recommend using Northwest Registered Agent as your registered agent. They can help you with the entire process of forming your LLC.

Need info on Northwest Agent? Check out my review here.

Step 3: Obtain a Certificate of Good Standing

Before registering your foreign LLC in Maryland, you must obtain a Certificate of Good Standing from the state where your LLC was originally formed. This certificate, sometimes called a Certificate of Existence or Certificate of Status, verifies that your LLC is legally registered and in good standing in its home state.

It should be issued within 60 days of submitting your registration application in Maryland. This document is essential as it confirms the legitimacy of your LLC.

Step 4: Complete the Foreign Limited Liability Company Registration

To officially register your foreign LLC in Maryland, complete and submit the Foreign Limited Liability Company Registration form to the Maryland State Department of Assessments and Taxation.

Here’s what you’ll need to include on your Foreign Limited Liability Company Registration:

• Your LLC’s legal name in your home state or jurisdiction.
• The alternate name you will use if your original business name is unavailable in Maryland.
• The state or jurisdiction where your business was formed.
• The date your business was formed.
• The address of your LLC’s principal office.
• A brief description of your business activity.
• Whether or not your foreign LLC is a Series LLC.
• The name and address of your Maryland registered agent (Note: This address cannot be a P.O. Box).
• Whether your company has done business in Maryland before its registration (If it has, you’ll be required to pay a $200 penalty).
• Signature of an authorized person from the LLC.
• Signature of your registered agent.

This form requires specific details about your LLC and includes a $100 filing fee. If you need expedited processing, the fee is $150 plus a $5 credit card fee for online submissions. This step is essential for legally operating your business in Maryland.

Ensuring you provide all the necessary information will help streamline the registration process and ensure your foreign LLC can operate legally in Maryland.

Step 5: Receive Your Certificate of Status

After your registration is processed, the Maryland State Department of Assessments and Taxation will issue a Certificate of Status. This certificate confirms that your foreign LLC is authorized to do business in Maryland and has met all the necessary registration requirements.

Registration Fee – How Much Does a Foreign LLC in Maryland Cost?

To register a foreign LLC in Maryland, you’ll need to pay the following fees:

Standard Registration Fee

The fee for normal processing of the Foreign Limited Liability Company Registration form in Maryland is $100. This covers the basic cost of processing your application.

Expedited Processing Fee

If you require faster approval, you can choose expedited processing. This service costs an additional $50 on top of the standard fee. This option speeds up the review and approval process, allowing you to complete your registration more quickly.

Online Payment Fee

A 3% service/convenience fee for online submissions is added. This fee covers the cost of processing payments electronically.

When registering your LLC in Maryland, you must appoint a registered agent with a physical address to manage legal documents. Typically, this service ranges between $200 and $1,000. But my favorite registered agent costs less than $100. Click here.

Do foreign LLCs need to file Articles of Organization for business in Maryland?

Foreign LLCs do not need to file Articles of Organization to do business in Maryland. Instead, foreign LLCs must file a Foreign Limited Liability Company Registration form with the Maryland State Department of Assessments and Taxation.

This form is used to register a foreign LLC to do business in Maryland and includes information about the LLC’s formation, principal office address, and Maryland registered agent.

The Articles of Organization are typically filed when forming a new LLC in a state. For foreign LLCs, the registration process involves submitting the Foreign Limited Liability Company Registration form and paying the associated fees, not filing Articles of Organization.

How are Foreign Entity LLCs in Maryland taxed?

In Maryland, foreign LLCs are taxed in the same manner as domestic LLCs. Here’s an overview of how the taxation works for foreign LLCs:

Default Taxation as Pass-Through Entities

By default, foreign LLCs in Maryland are classified as pass-through entities. This means that the LLC does not pay income taxes at the entity level. Instead, the profits and losses of the LLC “pass through” to the individual members or owners.

Each member then reports their share of the LLC’s income or loss on their personal income tax return. This pass-through taxation structure helps avoid the double taxation that can occur with traditional corporations.

Individual Tax Responsibilities

As a pass-through entity, the LLC’s income is distributed to its members, who then include their share of the LLC’s profits or losses on their tax returns. Each member is responsible for paying taxes on their share of the LLC’s income at their individual income tax rates. This simplifies the tax process for the LLC itself but requires members to be diligent in reporting their income accurately.

Option to Be Taxed as a Corporation

While the default tax classification for LLCs is as pass-through entities, a foreign LLC can be taxed as a corporation.

This decision must be made by filing an election with the IRS. When an LLC opts for corporate taxation, it will be taxed as a C-corporation or an S-corporation:

• C-Corporation: If the LLC elects to be taxed as a C-corporation, it will pay corporate income taxes on its profits. Additionally, if dividends are distributed to members, those dividends may be subject to personal income tax, resulting in potential double taxation.
• S-Corporation: Alternatively, the LLC can elect to be taxed as an S-corporation, which allows profits and losses to pass through to the members, similar to the default pass-through treatment. However, S-corporations have specific requirements and restrictions, such as limits on the number and type of shareholders.

FAQs on Maryland Foreign LLC Registration

Can I Be My Registered Agent for My Maryland LLC?

Yes, you can be your registered agent for your Maryland LLC, but there are some requirements to consider. As your registered agent, you must have a physical address in Maryland (P.O. Boxes are not allowed) and be available during regular business hours to receive legal documents and official notices.

Why Hire Maryland-Registered Agent Service?

Hiring a registered agent service in Maryland can provide several benefits:

• Compliance: Registered agent services ensure that you meet the legal requirement of having a physical address in Maryland and being available during business hours.
• Privacy: Using a service can protect your address from being publicly listed.
• Reliability: Professional services are experienced in handling legal documents and can forward important notices promptly.
• Convenience: They handle document reception and management, allowing you to focus on running your business without worrying about missing deadlines or legal issues.

How Can I Withdraw My Maryland Foreign LLC?

To withdraw your foreign LLC from Maryland, follow these steps:

• File a Certificate of Cancellation: Submit the Certificate of Cancellation of Registration form to the Maryland State Department of Assessments and Taxation.
• Pay Fees: Ensure all applicable fees are paid. There may be a cancellation fee associated with this process.
• Clear Outstanding Obligations: Resolve any outstanding taxes or business obligations in Maryland.
• Notify Authorities: Notify relevant state or local authorities about withdrawing your business registration.

Is a Physical Presence Required in Maryland to Form an LLC as a Foreigner?

No, a physical presence in Maryland is not required to form an LLC as a foreigner. However, you must appoint a registered agent with a physical address in Maryland to represent you for receiving legal documents and official notices.

How Do I Amend a Foreign LLC in Maryland?

To amend a foreign LLC in Maryland, you need to:

• File an Amendment: Complete and submit the appropriate amendment form, such as the Amendment to Foreign Limited Liability Company Registration form, to the Maryland State Department of Assessments and Taxation.
• Include Details: Provide the updated information about your LLC, such as changes to the business name, principal office address, or registered agent.
• Pay Fees: There may be a filing fee associated with the amendment.
• Update Records: Ensure that all changes are reflected in your LLC’s records and with any other relevant authorities.

What Does It Mean to Do Business in Maryland?

In Maryland, doing business generally means engaging in activities requiring formal state registration. This can include:

• Owning Income-Generating Property: If your LLC owns property in Maryland that produces income.
• Employing Workers: Hiring employees who work in Maryland.
• Conducting Sales: Selling products or services to Maryland residents.
• Contracts and Licenses: Bidding for contracts or applying for professional licenses within the state.

If you engage in these activities, your foreign LLC must be registered for business in Maryland.

Does a Foreign LLC Have to File an Annual Report in Maryland?

Yes, foreign LLCs operating in Maryland are required to file an annual report, which is due April 15th. The report costs at least $300, but it may be more depending on your Maryland business personal property tax.