How to Start a C-Corp in Maryland (Quick Answer)
To start a C-corp in Maryland, file Articles of Incorporation with the Maryland State Department of Assessments and Taxation (SDAT), name a resident agent, and pay the filing fee, about $120 to start. Once the state accepts it, your corporation legally exists.
After that, you adopt bylaws, appoint directors and officers, issue stock, and get an EIN from the IRS. The bigger cost in Maryland is the $300 annual report every corporation files each year.
| Filing document | Articles of Incorporation |
| Where to file | Maryland State Department of Assessments and Taxation (SDAT) |
| Filing fee | $120 ($100 filing fee plus a $20 organization and capitalization fee) |
| Resident agent | Maryland's term for a registered agent; required, with a physical Maryland address |
| EIN | Required, free from the IRS (Form SS-4 by phone, fax, or mail if you have no SSN or ITIN) |
| Annual report | $300, due April 15, filed with SDAT; a Business Personal Property Return is added if the corporation owns personal property |
| Corporate income tax | Flat 8.25% on Maryland net income |
| Foreign owner (25% or more) | File Form 5472 with Form 1120 every year, or face a $25,000 minimum penalty |
First-year cost: about $120 to file, plus a resident-agent service if you use one, commonly $50 to $150 a year. Your first annual report is not due until April 15 of the year after you form.
Maryland is cheap enough to enter, but the annual report is where the cost sits. Every corporation files one with SDAT for $300, due April 15, one of the highest annual report fees in the country.
If the corporation owns personal property, it also files a Business Personal Property Return with that report. The $300 is a fixed yearly cost to build into your budget.
TL;DR
- Budget for the $300 annual report: Maryland's annual report costs $300, due April 15, one of the highest in the country.
- Step 1, name: pick a unique name with a corporate designator (Inc., Incorporated, Corporation, or Corp.) and check it with SDAT.
- Step 2, resident agent: name one with a physical Maryland address (Maryland's term for a registered agent).
- Step 3, Articles of Incorporation: file with SDAT, about $120 to start.
- Step 4, bylaws: adopt internal bylaws and keep them with your records.
- Step 5, directors and officers: appoint the board and officers and hold an organizational meeting.
- Step 6, issue stock: authorize and issue shares, keep a stock ledger, and file the 83(b) election within 30 days if your shares vest.
- Step 7, EIN: get a free EIN from the IRS, by Form SS-4 if you have no SSN or ITIN.
- Foreign owner (25% or more): file Form 5472 with Form 1120 every year, or risk a $25,000 penalty.
- Ongoing: the annual report and a personal property return if applicable, both by April 15, plus the flat 8.25% corporate income tax.
Why Form a C-Corp in Maryland?
Maryland puts you in the Washington, D.C. market with strong biotech, cybersecurity, and federal-contracting sectors.
- Access to the D.C. market and a large base of federal and technology employers.
- Strong biotech and cybersecurity sectors.
- Online filing through Maryland Business Express.
If you plan to raise venture capital, investors will most likely want a Delaware C-corp. If you will run the business in Maryland and not raise venture money, forming in Maryland avoids registering and paying in two states.
Step 1: Choose and Reserve Your Corporate Name
- Include a corporate designator such as "Inc.", "Incorporated", "Corporation", or "Corp."
- Search SDAT's business database to confirm the name is available and different from existing entities.
- Maryland lets you reserve a name for 30 days for a fee if you are not ready to file.
Step 2: Appoint a Maryland Resident Agent
Maryland calls its registered agent a resident agent. It is the same role: a person or company with a physical Maryland address, available to accept legal and state documents for the corporation.
- An individual agent must be a Maryland resident, or the agent can be a Maryland business entity.
- The address must be a physical Maryland location, not a PO box.
- A commercial agent commonly costs $50 to $150 a year.
Step 3: File Your Articles of Incorporation
The Articles of Incorporation is the filing that legally creates your corporation. You file it with SDAT, usually through Maryland Business Express.
- It lists the corporate name, resident agent, purpose, and the stock the corporation is authorized to issue.
- The fee is $120, a $100 filing fee plus a $20 organization and capitalization fee. An added fee applies only if your authorized stock has an aggregate par value above $100,000, or more than 5,000 no-par shares.
- Once SDAT accepts it, your corporation exists and its compliance calendar begins.
Step 4: Adopt Corporate Bylaws
Bylaws are the internal rulebook for how the corporation is run. They are not filed with the state, but a corporation is expected to have them, and banks and investors often ask to see them.
- They set out how directors and officers are elected, how meetings and votes work, and how shares are handled.
- They stay with your records, not with SDAT.
- Skipping them can weaken the separation between you and the corporation that liability protection depends on.
Step 5: Appoint Directors and Hold the Organizational Meeting
A corporation is run by a board of directors, who appoint the officers that handle day-to-day work. Right after formation, the incorporator or initial directors hold an organizational meeting, or sign a written consent in place of one.
- Appoint the initial board and elect officers (usually at least a president, secretary, and treasurer; one person can hold several roles).
- Adopt the bylaws and authorize the issuance of stock.
- Keep signed minutes or the written consent with your records.
Step 6: Authorize and Issue Stock
Issuing stock is how founders get their ownership, and it is easy to rush. The board authorizes shares, then the corporation issues them to the founders and any early shareholders.
- Issue shares to each founder and record what they paid (cash, property, or services).
- Keep a stock ledger, a running record of who owns how many shares.
- Deliver stock certificates or record the issuance electronically, per your bylaws.
The 83(b) election, and its 30-day deadline: if your founder shares vest over time, you generally have 30 days from the grant date to file an 83(b) election with the IRS.
It lets you be taxed on the small value at grant instead of the higher value as the stock vests. The 30-day window cannot be extended, and missing it can be expensive.
Step 7: Get an EIN, Even Without an SSN
An EIN is your corporation's federal tax ID, needed to file taxes, run payroll, and open a bank account. It is free from the IRS.
- With an SSN or ITIN, apply online and get the EIN in minutes.
- Without an SSN or ITIN, apply on Form SS-4 by phone, fax, or mail.
- The EIN is always free; you never pay the IRS for one.
Open a US Business Bank Account
Once you have the EIN, open a dedicated business bank account before money moves through the corporation.
- Keeping corporate and personal funds separate helps protect the liability shield; commingling them is a common reason courts pierce it.
- Banks usually ask for the filed Articles of Incorporation, the EIN letter, and often the bylaws or a board resolution.
- A separate account also makes bookkeeping and the corporate tax return simpler.
If Your Maryland C-Corp Is Foreign-Owned
A Maryland C-corp that is 25% or more owned by a non-US person has an extra federal filing that many international founders miss.
- The corporation files Form 5472 with its annual Form 1120 to report transactions with the foreign owner, such as money put in or paid out for services.
- It is required every year there are reportable transactions, even with little or no profit.
- The penalty is steep: a missed or late Form 5472 starts at $25,000 per form, per year.
Handle Maryland's Ongoing Compliance
Two obligations run every year: the annual report and the corporate income tax.
The $300 Annual Report (Due April 15)
- Every Maryland corporation files an annual report with SDAT for $300, due April 15.
- If the corporation owns personal property, it also files a Business Personal Property Return with the report.
- Missing it can cost the corporation its good standing and, over time, lead to forfeiture of its charter.
Maryland Corporate Income Tax (8.25%)
- Maryland charges a flat 8.25% corporate income tax on Maryland net income.
- It is filed with the Comptroller of Maryland, separate from the federal Form 1120.
- Federally, the corporation files Form 1120 and pays 21% corporate tax, due the 15th day of the 4th month after year-end.
How Much Does It Cost to Start a C-Corp in Maryland?
| What you pay | Amount | When |
|---|---|---|
| Articles of Incorporation filing | About $120 ($100 plus a $20 organization and capitalization fee) | One time, at formation |
| Resident-agent service (optional) | ~$50 to $150 a year | Yearly, if you use one |
| Annual report | $300 | Yearly, by April 15 |
| Maryland corporate income tax | Flat 8.25% of Maryland net income | Yearly |
| Federal corporate tax | 21% of profits | Yearly, with Form 1120 |
How Long Does It Take to Start a C-Corp in Maryland?
- Standard processing at SDAT can take several weeks, and Maryland Business Express offers expedited service for an added fee.
- The EIN follows: minutes online with an SSN or ITIN, or same day to several weeks by Form SS-4 without one.
- Bylaws, the organizational meeting, and issuing stock happen right after the state approves the filing.
Common Mistakes to Avoid
- Underbudgeting the $300 annual report, which is due every April 15 and is far higher than most states charge.
- Forgetting the Business Personal Property Return if the corporation owns personal property.
- Missing the 30-day 83(b) deadline on vesting founder stock.
- Overlooking Form 5472 if the corporation is 25% or more foreign-owned.
- Using a PO box for the resident agent, which Maryland does not accept.
How FinStackk Helps
FinStackk is an accounting and tax compliance platform for U.S. businesses, taking you from incorporation through ongoing accounting, tax, and compliance in one place.
We handle Maryland C-corp formation, from the Articles of Incorporation to the EIN, through Fin-Start, including the Maryland resident agent.
Once the corporation exists, Fin-Tax keeps the federal Form 1120 deadline, estimated taxes, and the Maryland 8.25% corporate income tax on a proactive calendar. Complyy tracks the $300 annual report due April 15 and your resident-agent renewal. Book a free demo to see them in action.
FAQ
Why is Maryland's annual report so expensive?
Maryland charges a flat $300 for a corporation's annual report, filed with SDAT and due April 15, which is among the highest annual report fees of any state. If the corporation owns personal property, a Business Personal Property Return goes in with it, so build the $300 into your yearly budget.
How much does it cost to start a C-corp in Maryland?
It costs $120 to file the Articles of Incorporation, a $100 filing fee plus a $20 organization and capitalization fee. Add a resident-agent service if you use one. The main recurring cost is the $300 annual report.
When is the Maryland annual report due?
The annual report is due April 15 each year, filed with SDAT for $300. If the corporation owns personal property, the Business Personal Property Return is filed with it. Missing the report can cost the corporation its good standing and, over time, lead to forfeiture of its charter.
Is it better to form a C-corp or an LLC in Maryland?
Both Maryland LLCs and corporations file the $300 annual report, so that cost is the same either way. An LLC is simpler and taxed once, while a C-corp suits founders who plan to raise venture capital or keep earnings in the business. A C-corp is taxed twice, once at the corporate level and again on dividends.
Should I form my C-corp in Maryland or Delaware?
If you plan to raise venture capital, Delaware is what investors expect. If you will operate in Maryland and not raise venture money, forming in Maryland avoids registering and paying in two states, since a Delaware corporation doing business in Maryland still has to register and pay here. Choose based on where you operate and whether you will raise money.
Can a non-US resident start a Maryland C-corp?
Yes. Maryland sets no citizenship or residency requirement to own a corporation. You will need a Maryland resident agent and an EIN, which you apply for on Form SS-4 by phone, fax, or mail without an SSN.
If a non-US person owns 25% or more, the corporation also files Form 5472 with its Form 1120 every year, with a $25,000 minimum penalty for missing it.