APPLICATION FOR REGISTRATION TO TRANSACT BUSINESS IN MARYLAND
(Foreign Business Entity – Md. Code Ann., Corps. & Ass’ns, Titles 4A, 5 & 7)
[// GUIDANCE: This template may be used for a foreign corporation, limited liability company, limited partnership, statutory trust, or other entity type eligible to qualify in Maryland. Delete inapplicable bracketed text and select the correct entity-specific language before filing with the Maryland State Department of Assessments & Taxation (“SDAT”).]
TABLE OF CONTENTS
- Document Header
- Definitions
- Statutory Qualification Information
- Representations & Warranties
- Covenants – Ongoing Obligations
- Withdrawal Procedures
- General Provisions
- Execution Block
- Schedules & Exhibits
1. DOCUMENT HEADER
1.1 Title.
Application for Registration to Transact Business in Maryland (the “Application”).
1.2 Applicant.
[LEGAL NAME OF FOREIGN ENTITY], a [ENTITY TYPE] organized under the laws of the State of [STATE OF ORGANIZATION] (the “Company”).
1.3 Effective Date.
This Application shall be effective on the later of (i) the date accepted for record by SDAT or (ii) [DELAYED EFFECTIVE DATE, if any] (the “Effective Date”).
1.4 Filing Office.
Maryland State Department of Assessments & Taxation, Charter Division, 301 W. Preston Street, Baltimore, Maryland 21201.
2. DEFINITIONS
The following capitalized terms are used throughout this Application:
“Apostille” – A certification under the Hague Convention issued by the secretary of state (or equivalent) of the Company’s formation jurisdiction authenticating the Company’s Certificate of Existence.
“Foreign Qualification” – The grant of authority by SDAT permitting the Company to transact business in Maryland pursuant to the Maryland Corporations and Associations Article (the “Act”).
“Registered Agent” – A Maryland resident or Maryland-qualified business entity appointed under Section 3.3 below and authorized to receive service of process on behalf of the Company.
“SDAT” – The Maryland State Department of Assessments & Taxation.
“Withdrawal” – The termination of the Company’s authority to transact business in Maryland following compliance with Section 6 of this Application.
[// GUIDANCE: Add or delete defined terms to fit the entity type and transaction specifics.]
3. STATUTORY QUALIFICATION INFORMATION
In accordance with the Act, the Company hereby submits the following information to SDAT:
3.1 Exact Legal Name in Formation Jurisdiction
[EXACT LEGAL NAME]
3.2 Alternative Name in Maryland (if original name is unavailable or non-compliant)
["[ASSUMED NAME]" or “N/A”]
[// GUIDANCE: An assumed name filing is required if the Company’s true legal name is not available for use in Maryland.]
3.3 Registered Agent and Registered Office in Maryland
Name of Registered Agent: [NAME]
Physical Street Address (NO PO BOX): [ADDRESS, CITY, STATE MD ZIP]
Mailing Address (if different): [ADDRESS]
Consent of Registered Agent: ☐ Attached ☐ Included in Execution Block
3.4 Jurisdiction & Date of Formation
State/Country of Formation: [STATE/COUNTRY]
Date of Formation: [MM/DD/YYYY]
3.5 Principal Office Address
Street Address: [ADDRESS, CITY, STATE, ZIP, COUNTRY]
3.6 Nature of Business to be Transacted in Maryland
[HIGH-LEVEL DESCRIPTION OF BUSINESS ACTIVITIES]
3.7 Duration of the Company
☐ Perpetual ☐ Until [EXPIRATION DATE]
3.8 Officers / Directors / Managers / General Partners
See Schedule 1 attached hereto and incorporated herein.
3.9 Certificate of Existence (Good Standing)
☐ Apostilled ☐ Certified Date Issued: [MM/DD/YYYY]
[// GUIDANCE: The certificate must be dated within 60 days of filing.]
3.10 Authorized Shares or Membership Interests (corporations & LLCs only)
Total authorized [shares/units]: [NUMBER]
Par Value (if any): [AMOUNT]
4. REPRESENTATIONS & WARRANTIES
The Company represents and warrants to SDAT, the State of Maryland, and all persons who rely upon this Application that, as of the Effective Date:
4.1 Legal Existence. The Company is duly organized, validly existing, and in good standing under the laws of its formation jurisdiction.
4.2 Corporate (or Entity) Power. The Company has full power and authority to transact the business described in Section 3.6 and to file and perform this Application.
4.3 No Conflicts. The filing of this Application does not violate the Company’s governing documents or any law applicable in its formation jurisdiction.
4.4 Accuracy of Information. All statements made in or attached to this Application are true, correct, and complete.
4.5 Compliance with Act. The Company shall operate in Maryland in compliance with the Act and all other applicable Maryland laws.
4.6 Survival. The representations and warranties in this Section 4 survive the Effective Date for so long as the Company remains qualified to do business in Maryland.
5. COVENANTS – ONGOING OBLIGATIONS
5.1 Annual Report & Personal Property Return. On or before April 15 of each year, the Company shall file with SDAT an Annual Report and, if the Company owns tangible personal property in Maryland or did so during the preceding taxable year, a Personal Property Tax Return, together with all required filing fees.
5.2 Franchise & Other Taxes. The Company shall pay all Maryland taxes, penalties, and interest lawfully assessed, including any corporate income, withholding, sales & use, or franchise taxes, as applicable.
5.3 Registered Agent; Office Maintenance. The Company shall continuously maintain a Registered Agent and registered office in Maryland. Any change shall be reported to SDAT within the statutory period using the prescribed form and fee.
5.4 Amendments. The Company shall promptly file an Amended Registration if any information provided in Section 3 changes and such change requires amendment under the Act.
5.5 Service of Process. The Company covenants that service upon the Registered Agent (or, if none, upon SDAT) constitutes valid and binding service of process for any proceeding arising out of the Company’s activities in Maryland.
5.6 Records. The Company shall keep at its principal office (or a location permitted by the Act) the corporate/LLC records required by its formation law and produce such records for inspection as may be required by statute or court order.
6. WITHDRAWAL PROCEDURES
6.1 Voluntary Withdrawal. The Company may voluntarily surrender its authority to transact business in Maryland by (i) filing Articles of Withdrawal (or equivalent) with SDAT, (ii) paying all fees, taxes, and penalties then accrued, and (iii) appointing SDAT as agent for service of process for any pre-withdrawal liabilities.
6.2 Administrative Revocation. Failure to comply with Section 5 may result in administrative forfeiture of the Company’s authority, after which the Company shall cease transacting intrastate business except as necessary to wind up affairs.
6.3 Post-Withdrawal Service of Process. For five (5) years after Withdrawal (voluntary or administrative), the Company consents to service of process on SDAT for claims arising from acts or omissions occurring prior to Withdrawal.
7. GENERAL PROVISIONS
7.1 Governing Law. This Application and the Company’s activities in Maryland are governed by the Act and other applicable laws of the State of Maryland, without regard to conflict-of-laws principles.
7.2 Severability. If any provision of this Application is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder shall remain in full force and effect and shall be construed to effectuate the original intent.
7.3 Amendments & Corrections. The Company may correct or amend this Application only by filing the appropriate form with SDAT and paying any statutory fee then in effect.
[// GUIDANCE: Arbitration, jury waiver, injunctive relief, indemnification, and liability caps are not applicable to a statutory filing and therefore are intentionally omitted.]
8. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned, being duly authorized, executes this Application under penalties of perjury this ___ day of ____, 20__.
| [SIGNATORY NAME] | |
| Title: [AUTHORIZED TITLE] | |
| For: [LEGAL ENTITY NAME] |
☐ I, [NAME OF REGISTERED AGENT], hereby consent to my/its appointment as Registered Agent in Maryland for the above-named Company.
| [REGISTERED AGENT SIGNATURE] | Date: [MM/DD/YYYY] |
| Address: [REGISTERED OFFICE ADDRESS] |
[// GUIDANCE: Notarization is NOT required for SDAT filings, but confirm before filing if documents will be recorded elsewhere.]
9. SCHEDULES & EXHIBITS
• Schedule 1 – Officers / Directors / Managers / General Partners
• Exhibit A – Certificate of Existence (Good Standing)
• Exhibit B – Name Consent or Trade Name Application (if applicable)
• Exhibit C – Registered Agent Consent (if separate instrument)
[// GUIDANCE:
- Filing Fees (2024): $100 base filing fee + $50 expedited (optional) + $20 for certified copy (optional). Verify current fees prior to submission.
- Delivery Options: In-person, mail, or online through Maryland Business Express. Expedited processing available for in-person or courier deliveries.
- Publication: Maryland does not require newspaper publication for foreign qualification.
- Personal Property Return: Even if the entity owns no personal property, the annual filing is required; failure results in forfeiture.
- Name Availability Check: Conduct a pre-clearance search on SDAT’s website to avoid rejection.
]