Form an LLC in Maryland with SDAT

What is different about forming an LLC in Maryland

Maryland charters limited liability companies through the State Department of Assessments and Taxation (SDAT), Charter Division. The same department collects the yearly business personal property return and decides whether an LLC keeps the right to do business.

The recurring obligation is one document. Form 1 is both the Annual Report and the Business Personal Property Return, it is due April 15, and an LLC pays $300. An LLC whose personal property statewide had a total original cost of less than $20,000 attests to that instead of completing the property return. The $300 fee is waived for a year in which the entity gives SDAT evidence that it complies with Title 12 of the Labor and Employment Article or otherwise provides a qualifying employer-offered savings arrangement.

SDAT also sells four review speeds for the same Articles of Organization, from $100 to $525, and publishes the submission date its reviewers have reached.

Filing the Articles of Organization

Under Md. Code Ann., Corporations and Associations (CA) § 4A-202(a), any person may form a limited liability company by causing articles of organization to be executed and filed for record with the Department. The company is formed when the Department accepts the articles for record, or at a later time specified in the articles (§ 4A-202(b)).

Section 4A-204(a) requires three things in the articles: the name of the LLC; the address of its principal office in this State and the name and address of its resident agent; and any other provision, not inconsistent with law, that the members elect to set out. SDAT's paper form at revision Charter Legal I Rev. 05/2026 carries no numeric form number and collects the LLC name, an optional business purpose, the principal office address, the resident agent's name and address, the signature of an authorized person, and the resident agent's consent.

Fees and review speeds

CA § 1-203(b)(4)(i) sets a $100 nonrefundable processing fee covering articles of organization of a limited liability company. Payments processed through the Maryland Business Express portal carry a 3% service and convenience fee.

The Rev. 05/2026 form gives standard processing as 6 to 8 weeks, and Maryland Business Express states that filings without an expedited fee are reviewed during the second calendar month after submission. Expedited service adds $50, for a $150 total, with initial review between 7 and 14 business days and no review before the seventh business day. Online rush adds $325, for a $425 total: a filing submitted before 2:30 PM on a business day is reviewed within three hours, and one submitted after 2:30 PM or outside business hours is reviewed the next business day. Paper rush requesting two-hour service requires an additional $425, for a $525 total. The Processing Times page also lists the submission date currently under review for Articles of Organization for a Maryland Limited Liability Company, covering expedited portal filings and not paper filings.

Paper filing and rejected documents

Mailed articles go to the State Department of Assessments and Taxation, Charter Division, 700 E. Pratt Street, Suite 2700, Baltimore, MD 21202. A filer has sixty days from an initial rejection to correct the document and resubmit it, or all filing fees are retained by the Department for reviewing the first filing, and a later resubmission requires another separate filing fee.

Naming a Maryland LLC

CA § 4A-208 routes LLC names to Title 1, Subtitle 5. Section 1-502(b)(1) requires the name to include "limited liability company", "L.L.C.", "LLC", "L.C." or "LC", and an LLC that elects benefit status instead uses "benefit limited liability company", "Benefit L.L.C.", "Benefit LLC", "Benefit L.C." or "Benefit LC" under § 1-502(b)(2).

Section 1-504 requires the name to be distinguishable upon the records of the Department from an existing entity name, a reserved or registered name, and a foreign entity's disclosed assumed name. Names are searched through Business Search on Maryland Business Express, and SDAT's Charter FAQ marks name availability given over the phone as not guaranteed.

A reservation costs $25 under CA § 1-203(b)(3)(i) and holds the name for the applicant's exclusive use for a 30-day period (§ 1-505(a)(3)), with expedited handling of the application available for an additional $20.

Resident agent

Maryland calls the role a resident agent, and CA § 4A-210(a) requires each LLC to have both a principal office in this State and a resident agent. The Articles form instructions require the agent's complete physical Maryland address and state that P.O. boxes cannot be accepted. Consent is captured on the articles themselves: Section (7) is the resident agent's signed consent to serve. Section 4A-210 covers the requirement to have an agent, designation and change, address changes and resignation, and states no age or residency condition for the agent.

To change the resident agent or the principal office, an authorized person files a signed statement with the Department, effective when the Department accepts the statement for record (§ 4A-210(b)). The fee is $25 under CA § 1-203(b)(2)(ii), and SDAT's fee schedule lists a $50 expedited service fee on that line. More on the role is in the Maryland registered agent guide.

Operating agreements under Maryland law

CA § 4A-402(b)(2) provides that unless the articles of organization specifically require otherwise, the operating agreement need not be in writing, and § 4A-402(b)(1) has the initial operating agreement agreed to by all persons who are then members. An operating agreement of an LLC with one member is not unenforceable on the grounds that there is only one person who is party to it (§ 4A-402(d)(3)). General drafting points sit in the operating agreement guide.

An EIN comes from the IRS rather than from SDAT or the Comptroller of Maryland. The EIN guide covers the application.

Form 1, forfeiture and reinstatement

Under Tax - Property (TP) § 11-101(a), every domestic LLC and every foreign LLC registered or qualified to do business in the State submits an annual report to the Department on or before April 15 of each year. CA § 1-203(b)(3)(ii) sets the fee at $300 for a Maryland or foreign limited liability company. TP § 7-245 removes the personal property return where all of the person's personal property statewide had a total original cost of less than $20,000, and the 2026 Form 1 instructions treat a filing without a return as an attestation to that. Filings go through Maryland Business Express or by mail to SDAT at P.O. Box 17052, Baltimore, Maryland 21297-1052.

A late report draws a tax penalty under TP § 14-704(a): an initial penalty not exceeding one tenth of one percent of the total county assessment in all counties where property is located, plus 2% of that initial penalty for each 30 days or fraction of a 30-day period the report is late. The initial penalty may not be more than $500, or less than $30 if the report is 1 to 15 days late, $40 if 16 to 30 days late, or $50 if over 30 days late.

The 2026 Form 1 states that entities failing to file receive estimated assessments at twice the estimated value of the personal property owned, and that the failure results in forfeiture of the Maryland charter or the right to do business in Maryland. Under CA § 4A-911(c) and (d), immediately after September 30 each year the Department certifies a list of LLCs that have not filed the prior year's annual report, then issues a proclamation declaring the right to do business and the right to the name forfeited, without proceedings of any kind at law or in equity.

An LLC that files the annual report due and pays all taxes, contributions, interest and penalties within 60 days after the proclamation has its right to do business and its name reinstated as of the date of forfeiture (§ 4A-912(b)), on a $100 reinstatement filing. CA § 4A-920 adds that forfeiture does not impair the validity of a contract or act entered into or done before or after it, and does not prevent the LLC from defending any action, suit or proceeding in a Maryland court. CA § 1-203(b)(14) charges no processing fee for documents filed to dissolve, cancel or terminate an entity; winding up is covered in the Maryland LLC dissolution guide.

Maryland taxes and registrations

Tax - General (TG) § 10-102.1(a)(7)(iii) treats an LLC that is not taxed as a corporation as a pass-through entity. Under § 10-102.1(b), each pass-through entity pays Maryland tax on the distributive or pro rata shares of its nonresident and nonresident entity members, and may instead elect to pay on the shares of all of its members (§ 10-102.1(b)(2)(ii)).

State rates under TG § 10-105(a) run from 2% on the first $1,000 of Maryland taxable income to 6.50% on Maryland taxable income above $1,000,000 for a single individual and above $1,200,000 for spouses filing jointly, a surviving spouse or a head of household. TG § 10-106(a)(1) sets each county's income tax at no less than 2.25% and no more than 3.30% of Maryland taxable income.

Sales and use tax is 6 cents for each exact dollar of taxable price (TG § 11-104(a)(2)(i)), and TG § 11-702 requires a Comptroller license before engaging in the business of an out-of-state vendor, a retail vendor or a marketplace facilitator in the State. The Combined Registration Application, filed through Maryland Business Express or Maryland Tax Connect, opens the sales and use tax license, withholding account, admissions and amusement tax account, tire recycling fee account and transient vendor license, while an unemployment insurance account is a separate application to the Maryland Department of Labor. More sits in the Maryland LLC taxes guide.

Trader's licenses and trade names

Business Regulation (BR) § 17-1808(a) has the clerk of the circuit court issue a trader's license stating the place where the licensee may do business. Where the local government has selected the uniform fee under BR § 17-1807(b), the license costs $15 in a county other than Baltimore City or Baltimore County and $20 in Baltimore City or Baltimore County.

An LLC operating under a designation, title or name other than its own files a trade name certificate before commencing that business (CA § 1-406(a)). Recording costs $25 and lasts 5 years, with $25 for an amendment, cancellation or renewal (§ 1-406(e) and (f)).

Entity variants and foreign LLCs

The Maryland Limited Liability Company Act sits at Corporations and Associations Article, Title 4A. CA § 4A-203(1) gives a Maryland LLC perpetual existence unless its articles of organization set out a limited period, and § 4A-203(10) gives it the power to render professional services within or without this State. CA § 4A-1203(a) lets an LLC elect to be a benefit limited liability company by including a statement to that effect in its articles of organization.

A company formed elsewhere registers before doing any interstate, intrastate or foreign business in the State (CA § 4A-1002(a)), for $100 under CA § 1-203(b)(3)(i), and a registered foreign LLC files Form 1 on the same April 15 schedule. The Maryland foreign LLC guide covers the full registration path.

Frequently asked questions

Where are Maryland LLC Articles of Organization filed?

Articles of Organization are filed with the State Department of Assessments and Taxation (SDAT), Charter Division. Mailed filings go to 700 E. Pratt Street, Suite 2700, Baltimore, MD 21202, and online filings go through Maryland Business Express.

How much does it cost to form a Maryland LLC?

The Articles of Organization carry a $100 nonrefundable processing fee under CA 1-203(b)(4)(i). Payments made through Maryland Business Express add a 3% service and convenience fee. Expedited review adds $50, for a $150 total.

How long does SDAT take to review Maryland Articles of Organization?

SDAT's Rev. 05/2026 form gives standard processing as 6 to 8 weeks, and Maryland Business Express states that filings without an expedited fee are reviewed during the second calendar month after submission. Expedited initial review is 7 to 14 business days.

What is Maryland Form 1 and when is it due?

Form 1 is the combined Annual Report and Business Personal Property Return filed with SDAT. Under TP 11-101(a) it is due on or before April 15 each year, and the annual report fee for a Maryland or foreign LLC is $300.

What happens if a Maryland LLC does not file its annual report?

SDAT certifies a list of non-filing LLCs immediately after September 30 and issues a proclamation forfeiting the right to do business and the right to the name, without proceedings at law or in equity. Filing and paying within 60 days of the proclamation restores both as of the forfeiture date.

Does a Maryland LLC need a written operating agreement?

CA 4A-402(b)(2) provides that unless the articles of organization specifically require otherwise, the operating agreement need not be in writing. The initial agreement is agreed to by all persons who are then members.