Maryland Corporation Articles of Revival Form
In case of a dissolved corporation that wishes to return in good standing with the State of Maryland, the Maryland Corporation Articles of Revival Form has to be completed and submitted along with a $100 filing fee.
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ARTICLES OF REVIVAL
FOR
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(Insert exact name of corporation as it appears on records of the State Departm\
ent of Assessments and
Taxation)
FIRST: The name of the corporation at the time the charter was forfeited w\
as
\
\
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.
SECOND: The name which the corporation will use after revival is \
\
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.
THIRD: The address of the principal office in this state is \
\
\
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.
FOURTH: The name and address of the resident agent is \
\
\
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.
FIFTH: These Articles of Revival are for the purpose of reviving the charter \
of the corporation.
SIXTH: At or prior to the filing of these Articles of Revival, the corporatio\
n has (a) Paid all fees required by
law; (b) Filed all annual reports which should have been filed by the corporation if its charter had not been
forfeited; (c) Paid all state and local taxes, except taxes on real estate, and all in\
terest and penalties due by
the corporation or which would have become due if the charter had not been \
forfeited whether or not barred
by limitations.
I hereby consent to my designation in this document as resident agent fo\
r this corporation.
\
SIGNED
\
Resident Agent
(Use A for signatures. If that procedure is unavailable, use B. If A & B a\
re not available, use C. ONLY
SIGN UNDER ONE SECTION .)
A. The undersigned who were respectively the last acting president (or vice president) and secretary (or
treasurer) of the corporation severally acknowledge the Articles to be \
their act.
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Last Acting President/Vice President
\
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Last Acting Secretary/Treasurer
(Use if A cannot be signed/acknowledged)
B. The last acting president, vice president, secretary, and treasurer are\
unwilling or unable to sign and
acknowledge these Articles; therefore, the undersigned who represent the lessor of \
a majority or 3 of the last
acting directors of the corporation severally acknowledge the Articles t\
o be their act.
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Last Acting Director
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Last Acting Director
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Last Acting Director
(Use if A and B cannot be signed/acknowledged)
C. The last acting president, vice president, secretary, and treasurer o\
f the corporation are unable or unwilling
to sign the Articles. There are less than the required number of director\
s able and willing to sign the Articles,
therefore, the undersigned who were elected as directors for the purpose of revivi\
ng the charter of the
corporation severally acknowledge the Articles to be their act.
\
\
Director
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\
Director \
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\
Director
SDAT:Corporate Charter
Information Guide For Reviving
the Charter of a Maryland Corporation
REVIVING THE CHARTER OF A MARYLAND CORPORATION
I. The enclosed guidelines for drafting Articles of Revival indicate the\
mandatory provisions which must be
included in Articles of Revival in order for the document to be accepted\
by the Department. The guidelines
do not provide any aid in drafting optional provisions to modify the Art\
icles of Revival to suit specific
situations. Furthermore, the guidelines do not provide any advice on the\
legal aspects of reviving the
charter of the corporation.
II. Requirements of the Department to Revive the Charter of a Corporation:
(A) All Personal Property Returns (Form 1) must be filed including the yea\
r in which the charter was
forfeited. The annual Personal Property Return filing fee has increased \
to $300 for most legal entities.
(B) All assessments generated from the personal property reports must be ce\
rtified to the subdivisions
where the property is located.
(C) All penalties for the late filing of the reports must be paid.
(D) All personal property taxes must be paid through the current year.
(E)
1. If Articles of Revival are filed between January 1 and April 15, the cur\
rent year's personal property report is not required to be filed.
2. If Articles of Revival are filed between April 15 and September 30, the \
current year's personal property report is required to be filed, but the personal property taxes\
generated from that report
are not required to be paid prior to filing the Articles of Revival.
3. If Articles of Revival are filed between October 1 and December 31, the \
current year's personal property report must be filed, assessments generated from the current ye\
ar's personal property
report must be certified to the appropriate subdivisions and the persona\
l property taxes for the
current year must be paid.
(F) A tax clearance certificate from each subdivision where assessments were\
certified must be submitted
with the Articles of Revival and must indicate that the personal propert\
y taxes have been paid through the
current year.
NOTE: In order to inquire as to whether the personal property reports are cur\
rent and/or which
subdivisions you must make application to obtain tax clearance certifica\
tes, you should contact:
State Department of Assessments and Taxation
301 West Preston Street
Baltimore, Maryland 21201
Phone 410-767-1170
SDAT:Corporate Charter
(G) A notarized affidavit signed by a representative of the corporation mus\
t accompany the Articles of
Revival. An example of an acceptable affidavit is as follows:
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****
I, (insert name and title) of (insert name of corporation,) hereby d\
eclare that the previously mentioned
corporation has paid all State and local taxes except taxes on real esta\
te, and all interest and penalties
due by the corporation or which would have become due if the charter had\
not been forfeited whether or
not barred by limitations.
(PRINT NAME BENEATH SIGNATURE)
I, hereby certify that on (insert date) before me, the subscriber, a n\
otary public of the State of Maryland, in
and for (insert name of county for which notary is appointed,) persona\
lly appeared (insert name of person
swearing) and made oath under the penalties of perjury that the matters\
and facts set forth in this affidavit
are true to the best of his knowledge, information and belief.
As witness my hand and notarized seal (signature of notary public)
My Commission expires
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****************************************
(H) The fee to file Articles of Revival for all corporations is $100. \
III. Guidelines for Articles of Revival:
(A) (The Articles should be typed on white paper at least 8 ½ inches by 11\
inches and not larger than 8 ½
inches by 14 inches.)
(INSERT NAME OF CORPORATION)
Articles of Revival
FIRST: The name of the corporation at the time the charter was forfeited was __\
________.
SECOND: The name which the corporation will use after revival is __________.
THIRD: The name and address of the resident agent are __________.
FOURTH: These Articles of Revival are for the purpose of reviving the charter of\
the corporation.
FIFTH: At or prior to the filing of these Articles of Revival, the corporation \
has:
SDAT:Corporate Charter
(a) Paid all fees required by law;
(b) Filed all annual reports which should have been filed by the corporation\
if its charter had not been
forfeited; and
(c) Paid all state and local taxes, except taxes on real estate, and all in\
terest and penalties due by the
corporation or which would have become due if the charter had not been f\
orfeited whether or not barred by
limitations.
SIXTH: The address of the principal office in this state is __________.
NOTE: ONLY REQUIRED IF THE PRINCIPAL OFFICE'S ADDRESS IS DIFFERENT FROM \
THE
PRINCIPAL OFFICE'S ADDRESS AT THE TIME OF THE FORFEITURE OF THE CHARTER.\
(B) Execution of Articles of Revival:
I hereby consent to my designation in this document as resident agent fo\
r this corporation.
SIGNED Resident Agent
NOTE: Use only one of the following three acknowledgments.
(1) The Articles should be signed and acknowledged by the last acting presid\
ent or vice-president and
secretary or treasurer of the corporation.
The following acknowledgment would be suitable:
The undersigned who were respectively the last acting president (or vic\
e-president) and secretary (or
treasurer) of the corporation severally acknowledge the Articles to be \
their act.
Last Acting President
(or Vice-President)
Last Acting Secretary
(or Treasurer)
(2) If the officers authorized to sign and acknowledge the Articles are unab\
le or unwilling to do so, the
lesser of a majority or 3 of the last acting directors may sign and ackn\
owledge them.
The following acknowledgment would be suitable:
The last acting president, vice-president, secretary, and treasurer are \
unable or unwilling to sign and
acknowledge these Articles; therefore, the undersigned who represent the\
lesser of a majority or 3 of the
last acting directors of the corporation severally acknowledge the Artic\
les to be their act.
SDAT:Corporate Charter
Last Acting Director
Last Acting Director
Last Acting Director
(3) If there are less than the required number of directors able and willing\
to sign and acknowledge the
Articles, any director or stockholder may call a meeting of the stockhol\
ders and the stockholders present at
the meeting may elect a board consisting of the lesser of the number of \
directors required by the charter
and bylaws of the corporation or 3 directors, who may sign and acknowled\
ge the Articles.
The following acknowledgment would be suitable:
The last acting president, vice-president, secretary, or treasurer of th\
e corporation are unable or unwilling
to sign the Articles. There are less than the required number of directo\
rs able and willing to sign the
Articles, therefore the undersigned who were elected as directors for th\
e purpose of reviving the charter of
the corporation severally acknowledge the Articles to be their act.
Director
Director
Director
IV. Other Information:
(A) To determine if the corporate name at the time of the forfeiture is stil\
l available call 410-767-1330.
1. If the old corporate name is not available, the old corporate name must \
be used in the caption and
Article First of the Articles of Revival.
2. The new corporate name should be used in Article Second.
(B) Individual signing the articles in more than one capacity.
1. An individual who held more than one office in the corporation prior to \
its forfeiture cannot execute the
articles in more than one capacity unless the corporation is a close cor\
poration or a professional service
corporation.
(C) If legal questions regarding the revival of the charter of a corporation\
arise, you should consult an
attorney and/or the Corporations and Associations Article of the Annotat\
ed Code of Maryland. The
Annotated Code of Maryland can be found in most public libraries in Mary\
land. Title 3, Subtitle 5 of the
Corporations and Associations Code is most relevant to revivals.
(D) Walk-in processing of documents is done only upon payment of an expedited fee: $50.00 to file a
document, $20.00 to receive a certificate of status, $20.00 to receive copies of a document. These
fees are in addition to the normal fees charged. Expedited service requests may also be made by mail.
In bold print on both a cover letter and on the envelope state "EXPEDITED SERVICE REQUESTED"
and include the expedited fee. Documents may be faxed if billed to a Visa or MasterCard; faxed
documents are charged expedited service fees.
R
evised 2/04
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How long will it take to process my documents? Regular processing time for submitted documents
is about 7-8 weeks; Expedited processing request will be responded to within 7 business days.
Documents hand-delivered in limited quantities rece ive same day service between 8:30 am and 4:30
pm. Hand-delivered transactions are
to be paid by check only. There is a
n expedited fee for same day
service for document processing.
The expedited service fee is an additional $50.00 for this document; other fees may also apply. Check
the Fee Schedule web page for a list of all service fees , http://www.dat.state.md.us/sdatweb/fees.html
Mail completed forms to: State Department of Assessments and Taxation, Charter Division, 301 W.
Preston Street; 8th Floor, Baltimore, MD 21201-2395. Fax completed forms with Mastercard or Visa
credit card payment information to 410-333-7097. Fax request will be charged the additional expedited
service fee.
NOTE: Due to the fact that the laws governing the formation and operation of business entities and
the effectiveness of a UCC Financing Statement involves more than filing documents with our office,
we suggest you consult an attorney, accountant or other professional. State Department of
Assessments & Taxation staff can not offer business counseling or legal advice.
Notice regarding annual documents to be filed wi th the Department of Assessments & Taxation: All
domestic and foreign legal entities must submit a Personal Property Return to the Department. Failure to
file a Personal Property Return will result in forfei ture of your right to conduct business in Maryland.
Copies of the return are available on the SDAT website. The returns are due April 15th of each year.
SDAT: Corporate Charter
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