Business Corporation Formation Filing Requirements in Maryland

At a glance

Requirements one by one

Maryland requires a detailed public stock charter

Md. Code, Corporations and Associations § 2-102 requires one or more adult individual incorporators to sign and acknowledge articles and file them with SDAT. Under § 2-104, the articles then state each incorporator's name and address, the corporate name and purpose, the Maryland principal office, resident agent, share terms, board size, and each initial director's name.

Under § 1-502, the name needs a corporate designator. Under § 2-101 and § 2-104, the required purpose may state any lawful business, while § 2-103 supplies perpetual existence unless law or the charter provides otherwise.

The current stock-articles form uses a self-acknowledgment in the incorporator signature block. Its instructions require every named incorporator to sign and say no witness or notary is required.

Maryland puts par-value treatment and initial directors in the articles

Under § 2-104, the articles state the total authorized shares, each class's share count, par value or a no-par statement, and aggregate par value when any shares have par value. Multiple classes also require their preferences, conversion and other rights, voting powers, dividend limits, qualifications, and redemption terms. Under § 2-105, the charter may add class and series terms.

The same public articles must state the number of directors and name the initial directors. Officers and owners are not fields in the current minimum stock form.

The in-state office and agent use current statutory eligibility

Under § 2-108, the corporation needs both a Maryland principal office and a resident agent. Under § 1-101, a Maryland-resident individual or a Maryland corporation, LLC, or limited partnership to serve. The current stock form calls for a Maryland street address for both the principal office and agent, rejects a post office box, and includes the resident agent's consent signature.

The PDF's explanatory prose still describes an older, narrower agent category. The current statute controls eligibility; the form remains useful for the required address and consent-signature fields.

The base charge is $120 and can scale with authorized stock

Under § 1-203, the articles processing fee is $100. The separate § 1-204 adds an organization and capitalization fee starting at $20 when aggregate par value is not over $100,000. For this fee calculation, each no-par share counts as $20, so more than 5,000 no-par shares moves beyond the lowest bracket. The current form therefore describes $120 as the starting total, not a universal flat fee.

The agency accepts the filing online through Maryland Business Express, by mail, or through an SDAT drop box. Under § 2-102, existence begins when SDAT accepts the articles unless the charter states a later time no more than 30 days after acceptance.

Initial directors complete organization after acceptance

Under § 2-109, the directors named in the articles must hold an organization meeting after acceptance. A majority calls the meeting and gives every director at least three days' written notice. The meeting adopts bylaws, elects officers, and handles other organization business.

Under § 2-408, the board may act without a meeting through unanimous written or electronic consent filed with the board minutes.

What trips people up

The minimum stock form handles a basic single-class share clause. Section 2-104 requires more detail when the charter creates multiple classes, including the rights and restrictions of each class. Those terms cannot be left entirely to a later organizational resolution.

The $120 figure is also only the starting total. Section 1-204 scales the capitalization charge when aggregate par value exceeds $100,000; no-par shares are assigned $20 each for that calculation.

Common questions

Must Maryland stock articles name initial directors?

Yes. Section 2-104 requires both the number of directors and the names of the individuals who will serve until successors are elected and qualify.

Does an incorporator's signature need notarization?

No. The current official stock-articles instructions say every named incorporator signs, but no witness or notary is required.

Does Maryland require a formation-stage newspaper notice or initial report?

The current formation provisions and stock-articles package prescribe neither. SDAT separately requires recurring annual filings, which are outside this survey's immediate-formation scope.

Statutes and sources

• Maryland Code, Corporations and Associations §§ 1-101, 1-203 to -204, 1-502, 2-101 to -105, 2-108 to -109, and 2-408 — current Maryland General Assembly text, accessed August 14, 2026.
• Maryland SDAT Articles of Incorporation for a Stock Corporation and the SDAT forms page — current public fields, signatures, consent, filing routes, and fees, accessed August 14, 2026.