fbpx

Maryland Corporation Formation Requirements

Articles of Incorporation

If you will be incorporating in Maryland, articles of incorporation must be filed with the Maryland Secretary of State. Maryland law requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:

Incorporators

  • Minimum Number of Incorporators – One or more
  • Eligibility Requirements – An incorporator must be an adult individual who is at least 18 years old
  • Duties – Sign, acknowledge and file articles of incorporation to the Secretary of State for filing
  • Listing Requirements – The name and address of each person incorporating in Maryland must be listed, along with a statement by each incorporator that he or she is:
    • At least 18 years old and
    • Forming a corporation under Maryland law

Corporate Purpose(s)

Maryland allows a corporation to be formed for any lawful business activity.

  • Listing Requirements – The corporate purpose(s), or a statement that the corporation may engage in any lawful activity, must be listed

Director Information

  • Minimum Number of Directors – One or more, to be listed in the bylaws or fixed in accordance with them
  • Eligibility Requirements – None. However, the articles of incorporation or bylaws may prescribe qualifications for directors
  • Listing Requirements – The number of directors and the name of all initial directors must be listed

Officer Information

  • Officers are not required to be listed in the articles of incorporation

Stock Information

  • The total number of shares, itemized by class and par value, that the corporation is authorized to issue
  • The aggregate par value of all the shares
  • Any preferences, conversions or other share rights

Other Required Listing Information

  • The name and address of the resident agent of the corporation
  • The address of the corporation’s principal office

Optional Provisions

Maryland also permits optional provisions to be integrated into the articles of incorporation for corporations who wish to formalize additional criteria, such as:

  • Transferability of stock
  • Purposes whose authorization requires a greater proportion of share or class votes, or a lesser proportion of share or class votes subject to certain state requirements
  • The division of directors into classes, including the term of office for each class
  • The establishment and terms of cumulative voting in the election of directors for the purpose of minority representation
  • Regulating the powers of the corporation, its board of directors, and shareholders
  • Consideration by the board of directors regarding the effects of a potential acquisition of control on particular parties
  • Limitation of director and officer liability to the corporation or its shareholders for money damages in certain situations

United Agent Services allows you to designate whether any or all of these provisions should be included.

Share

Add Your Comments

Your email address will not be published. Required fields are marked *