Incorporation in Maryland gives your business a legal basis and framework. The process here is relatively straightforward, but the decisions you make at the start will shape your future trajectory. Below, we’ll explain how to incorporate in Maryland, including the most important steps and requirements.

What’s in this article?

• What does it mean to incorporate a business in Maryland?
  
• What are the advantages of forming a corporation in Maryland?
  
• What are the steps to incorporate your business in Maryland?
  
• How much does it cost to incorporate in Maryland?
  
• How Stripe Atlas can help
  

What does it mean to incorporate a business in Maryland?

Incorporation is the legal step that gives your business its own identity. In Maryland, that means filing articles of incorporation with the Department of Assessments and Taxation. Once your filing is accepted, your business will exist as a separate legal entity that can own property, hire employees, enter into contracts, and be held accountable in court.

A corporate structure with real guardrails

When you incorporate, you put a legal shield between your personal assets and your business’s liabilities. If your business is sued or falls into debt, your house, savings, and car aren’t automatically at risk. Maryland law treats a corporation as a distinct “person,” with its own obligations and protections.

Maryland corporations are required to have:

• A board of directors to oversee governance

• Corporate officers to manage day-to-day operations

• Bylaws that set the internal rules

• Shareholders who own the company through stock

Flexible tax status

Every Maryland corporation starts as a C corporation (C corp) for tax purposes. Corporate income is taxed, and shareholders pay tax again on any dividends they receive. But you can elect S corporation (S corp) status with the US Internal Revenue Service (IRS) if you meet the criteria: fewer than 100 shareholders, 1 class of stock, and only US citizens and residents or certain trusts or estates as owners. This shifts taxation to the shareholder level, which avoids corporate tax.

What are the advantages of forming a corporation in Maryland?

In Maryland, forming a corporation offers all the standard benefits of incorporation, such as liability protection, formal governance, investor readiness, and some home state efficiencies. Here’s a closer look at the benefits.

Continuity and transferable ownership

Maryland corporations exist perpetually by default. The business continues if a founder leaves or a shareholder sells their stake. Ownership is tied to stock, which makes it easier to raise money, transfer control, or reward team members with equity.

A clear structure that’s familiar to investors

If you choose to incorporate, you can issue shares, grant stock options, and establish a cap table that supports growth. Investors know how to work with this structure, which is why venture-backed companies are typically corporations.

Tax flexibility

All Maryland corporations start as C corps, which means profits are taxed at the corporate level, and again if they’re distributed. Alternatively, eligible businesses can elect S corp status to pass on income to owners’ personal returns. Maryland follows the federal election, so no extra state process is needed.

Simple compliance in one state

If you plan to operate primarily in Maryland, incorporating there keeps things simple. Forming your corporation in another state means you’ll need to register as a foreign corporation in Maryland, which adds extra paperwork and fees. Staying in one state avoids that additional layer of compliance.

A stable legal foundation

The state offers a well-developed corporate law system and courts with deep experience in handling business cases. The stability can make a real difference if disputes arise. Certain sectors even benefit directly; for instance, about 90% of publicly traded real estate investment trusts (REITs) choose to incorporate in Maryland due to the favorable legal framework.

What are the steps to incorporate your business in Maryland?

The incorporation process in Maryland might seem like just a checklist, but each step lays the foundation for how your business will be governed, taxed, and perceived. Here’s how to form your corporation.

Choose a compliant, available name

The name must be distinguishable from existing Maryland entities and include a corporate suffix (e.g., “Inc.,” “Corporation”). Certain terms (e.g., “Bank,” “Insurance,” “Engineering”) are restricted, unless a business meets licensing or legal requirements. Use Maryland’s Business Entity Search to check availability before you file.

Appoint a Maryland registered agent

You need a registered agent with a physical address in Maryland and who is available during business hours to accept legal notices. If you live in Maryland, the agent could be you or a professional registered agent service (no PO Boxes).

Prepare and file your articles of incorporation

This document establishes your corporation’s legal existence. You can file online via the Maryland Business Express web page or by mail. Online filing is faster and less prone to error.

The articles must include:

• Corporation name and principal street address in Maryland

• Purpose, which can be general (e.g., “to engage in any lawful business”)

• Name and address of your registered agent, with signed consent

• Number of authorized shares and par value

• Name(s) of incorporator(s)

• Name(s) of initial director(s), if available

Elect S corp status (if applicable)

If you plan to be taxed as an S corp, file IRS Form 2553 within 2 months and 15 days of the beginning of the tax year. Maryland recognizes the federal S corp election, so there’s no state-level form.

Hold your first board meeting and adopt bylaws

After formation, your initial directors (or sole director) should:

• Approve bylaws

• Appoint officers (e.g., president, secretary, treasurer)

• Authorize issuance of stock

• Record everything in formal meeting minutes

Bylaws aren’t filed with the state, but you’re required to internally maintain them.

Issue stock to founders and record ownership

The board should formally issue shares to founders or investors as approved in the bylaws. Keep a stock ledger to track ownership. Although you don’t need to file it with Maryland, it should be kept up-to-date and accurate.

Register for Maryland state taxes (as needed)

If you plan to have employees or to sell taxable products or services, you’ll need to register for certain state taxes through the Maryland Business Express page.

You might want to consider these taxes:

• Withholding tax: For deducting income tax from employee paychecks

• Unemployment insurance: For payments that fund state unemployment benefits

• Sales and use tax license: For collecting sales tax from customers on taxable goods or services

File your annual report and personal property return

Every year, you must file a Personal Property Return (Maryland’s version of an annual report) and pay the fee. This keeps your business in good standing.

Open a business bank account

With an Employer Identification Number (EIN) and approved formation documents, you can open a business bank account and separate your business finances. At this point, you’ll be ready for business.

How much does it cost to incorporate in Maryland?

Maryland’s incorporation fees are relatively lean and more predictable than those of other states. Compared with the process in states such as Delaware, where you’d pay both Delaware and Maryland fees just to operate locally, Maryland’s setup is simple and cost-efficient for in-state businesses.

Here are the costs associated with incorporation in Maryland:

• Articles of incorporation filing fee: $100

• Organization and capitalization fee: $20 (based on stock authorization up to $100,000)

• Expedited processing: $50 for approval in 7–10 business days, $325 for same-day expedited service online, or $425 for same-day service filing by mail

• Commercial registered agent service: $100–$300

After you pay these costs, your main recurring obligation is the $300 annual report, which is due April 15.

How Stripe Atlas can help

Stripe Atlas sets up your company’s legal foundations so you can fundraise, open a bank account, and accept payments within two business days from anywhere in the world.

Join 75K+ companies incorporated using Atlas, including startups backed by top investors like Y Combinator, a16z, and General Catalyst.

Applying to Atlas

Applying to form a company with Atlas takes less than 10 minutes. You’ll choose your company structure, instantly confirm whether your company name is available, and add up to four cofounders. You’ll also decide how to split equity, reserve a pool of equity for future investors and employees, appoint officers, and then e-sign all your documents. Any cofounders will receive emails inviting them to e-sign their documents, too.

Accepting payments and banking before your EIN arrives

After forming your company, Atlas files for your EIN. Founders with a US Social Security number, address, and cell phone number are eligible for IRS expedited processing, while others will receive standard processing, which can take a little longer. Additionally, Atlas enables pre-EIN payments and banking, so you can start accepting payments and making transactions before your EIN arrives.

Cashless founder stock purchase

Founders can purchase initial shares using their intellectual property (e.g., copyrights or patents) instead of cash, with proof of purchase stored in your Atlas Dashboard. Your IP must be valued at $100 or less to use this feature; if you own IP above that value, consult a lawyer before proceeding.

Automatic 83(b) tax election filing

Founders can file an 83(b) tax election to reduce personal income taxes. Atlas will file it for you—whether you are a US or non-US founder—with USPS Certified Mail and tracking. You’ll receive a signed 83(b) election and proof of filing directly in the Stripe Dashboard.

World-class company legal documents

Atlas provides all the legal documents you need to start running your company. Atlas C corp documents are built in collaboration with Cooley, one of the world’s leading venture capital law firms. These documents are designed to help you fundraise immediately and ensure your company is legally protected, covering aspects like ownership structure, equity distribution, and tax compliance.

A free year of Stripe Payments, plus $50K in partner credits and discounts

Atlas collaborates with top-tier partners to give founders exclusive discounts and credits. These include discounts on essential tools for engineering, tax, finance, compliance, and operations from industry leaders like AWS, Carta, and Perplexity. We also provide you with your required Delaware registered agent for free in your first year. Plus, as an Atlas user, you’ll access additional Stripe benefits, including up to a year of free payment processing for up to $100K in payments volume.

Learn more about how Atlas can help you set up your new business quickly and easily, and get started today.