Nonprofit Corporation Administrative Dissolution and Reinstatement in Maryland

Short answer Maryland applies its corporate charter-forfeiture process to nonstock corporations. A proclamation follows specified report, tax, or unemployment-payment defaults; curing within 60 days reinstates the charter as of forfeiture, while a later revival requires articles and catch-up filings and payments. Nonstock corporations filing revival online need only the seven most recently due annual reports.

State

Maryland

Statute checked

September 29, 2026

Sources

12 statutes

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At a glance

Entity and agency	General Corporation Law applies to nonstock corporations; State Department of Assessments and Taxation (the Department) proclaims forfeiture and records revival (§§ 5-201, 5-208, 3-503, 3-507).
Report, fee, or tax failure	Overdue annual report, specified State tax, or unemployment contribution/reimbursement default can trigger charter forfeiture (§ 3-503).
Agent and other grounds	The § 3-503 proclamation list concerns report and payment defaults; revival articles must identify the resident agent and address (§§ 3-503, 3-508).
Notice and cure	Comptroller or Labor Secretary mails warning for its listed debts; receipt is unnecessary. Department mails proclamation notice within 10 days; cure within 60 days after proclamation (§§ 3-503–504).
When status changes	After annual September 30 certifications, Department proclamation forfeits the charter and makes corporate powers inoperative on its date (§ 3-503).
Powers afterward	Directors manage assets for liquidation, may finish contracts and sue or be sued; nonstock assets remain subject to liability and charitable-use distribution limits (§§ 3-515, 5-208).
Reinstatement window	Cure report/payment default within 60 days after proclamation for reinstatement; later articles-of-revival route states no fixed outside filing date (§§ 3-504, 3-507).
Filings, payments, and name	Two last officers, or qualifying directors, sign acknowledged revival articles; state a compliant name and resident agent. Pay $100 processing fee and covered taxes/unemployment dues; file overdue reports, with seven-report online exception for nonstock corporations (§§ 3-507–509, 1-203).
Effect and review	Timely cure reinstates as of forfeiture; accepted revival validates in-scope interim acts and restores unsold assets/rights. Department may correct mistaken forfeiture by proclamation (§§ 3-504–505, 3-510, 3-512).

Requirements one by one

Entity, grounds, and notice

Under § 5-201 the General Corporation Law applies to nonstock corporations, and § 5-208(a) applies Title 3 to their forfeiture. Section 3-503 calls for post-September 30 certifications of an overdue annual report, specified State tax, or unemployment contribution or reimbursement payment. The Comptroller and Labor Secretary mail warnings for their respective payment lists, but § 3-503 says nonreceipt does not stop forfeiture. The Department's proclamation makes the charter and its powers void on the proclamation date. Under § 3-504 it mails proclamation notice within 10 days; the corporation has 60 days after issuance, rather than 60 days after receiving that notice, to cure and be reinstated as of forfeiture.

Powers after forfeiture

Section 3-515 lets directors manage assets for liquidation and expressly permits them to carry out contracts and sue or be sued in the corporation's name. Section 5-208(b) requires debts to be provided for and directs assets held for charitable or similar purposes to qualifying recipients under its distribution rules. A forfeited nonstock corporation's assets therefore cannot be treated as stockholder property.

Revival filings and effect

Section 3-507 permits revival of a charter forfeited for the listed report or payment defaults. Any two last acting officers sign and acknowledge articles; if they cannot, the lesser of a majority or three last acting directors may sign. Section 3-508 requires the forfeited and proposed names, any changed Maryland principal office, resident-agent name and address, and the revival purpose. The proposed name must comply with Maryland's corporate-name rules.

Under § 3-509, the Department cannot accept articles until the overdue annual reports and specified unpaid taxes and unemployment amounts are addressed. A nonstock or religious corporation filing the articles and reports online files only the seven most recently due reports; the payment condition remains. Section 1-203 lists a $100 processing fee for nonstock articles of revival. Accepted revival validates in-scope acts and restores assets and rights except those sold or otherwise divested during the gap (§ 3-512).

What trips people up

The 60-day cure under § 3-504 and the articles-of-revival route under § 3-507 are distinct. The latter provision gives no numbered outside filing deadline. Section 3-503's proclamation grounds concern reports and payments; § 3-508's resident-agent field is a revival requirement, rather than a separate proclamation ground.

Common questions

What if the Department included the corporation by mistake?

Section 3-505 allows a corrective proclamation if the Department is satisfied that the corporation was not delinquent under § 3-503 or was mistakenly reported. The correction restores the charter as though it had remained effective.

Does revival restore property disposed of while the charter was void?

Section 3-512 restores assets and rights except those sold or otherwise divested in that interval. It also validates acts within the corporation's charter scope and makes the corporation liable for them.