For creating a close corporation in the State of Maryland, the Maryland Close Corporation Articles of Incorporation Form has to be completed and submitted along with a $120 filing fee.
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Revised 5/2011 ARTICLES OF INCORPORATION FOR A CLOSE CORPORATION FIRST: The Undersigned ________________________________________________whose address is _____________________________________________________________ being at least eighteen years of age, do(es) hereby form a corporation under the laws of the State of Maryland. The corporation shall be a close corporation. SECOND: The name of the corporation is__________________________________________________ ___________________________________________________________________________________ THIRD: The purpose(s) for which the corporation is formed is/are as follows: ___________________________________________________________________________________ ___________________________________________________________________________________ FOURTH: The street address of the principal office of the corporation in Maryland is ___________________________________________________________________________________ FIFTH: The name and address of the resident agent of the corporation in Maryland is ____________________________________________________________________________ SIXTH: The corporation has authority to issue ________ shares at $ _________ par value per share. SEVENTH: The corporation elects to have no board of directors. Until this election takes effect _____________________________________________________________ will be th e director. EIGHTH: IN WITNESS WHEREOF, I have signed these articles and acknowledge the same to be my act. Signature(s) of Incorporator(s): ______________________________ ______________________________ ______________________________ NINTH: I hereby consent to my designation in this document as resident agent for this corporation. Signature of Resident Agent listed in FIFTH : ______________________________ Filing party’s return address: _ _____________________________ ____ __________________________ ______________________________ Revised: 5/2011 Maryland State Department of Assessments & Taxation GUIDELINES FOR DRAFTING ARTICLES OF INCORPORATION FOR A "CLOSE" CORPORATION This type of corporation would be most appropriate for one individual engaged in an enterprise with the intention of making a profit. The guide is to be used with the Articles of Incorporation for a CLOSE Corporation. Each item describes how to fill a blank in the sample. The sample is the minimum necessary to incorporate. If you wish to expand on any item consult with your lawyer, accountant or financial advisor. Legal questions of a general nature cannot be answered by the staff of this Department. You may fill in the blanks on the sample and submit it as your Articles of Incorporation. ALL ITEMS SHOULD BE TYPED! YOU MUST USE BLACK INK! FIRST: Insert the name and address of the individuals who are incorporating. One or more individuals can act as incorporators. The only requirement is that they be at least 18 years old. The address should be one where mail can be received. It can be any where, even a foreign country. SECOND: Insert the corporate name. The corporate name must contain “Corporation”, “Incorporated”, “Limited”, “Inc”, “Corp”., or “Ltd.” The name must be distinguishable from all other entities on record in Maryland. You may call (410) 767-1330 for a non-binding check for name availability. Acceptance of a name guarantees only that the corporation will have that name. It does not mean you cannot be sued for trade name or trade mark infringement. For more information on this consult attorney. THIRD: Give a one or two sentence description of the business of the corporation. FOURTH: Insert the address of the principal place of business. It must be a specific address in Maryland and must include street, city and zip code. It cannot be a P.O. box. FIFTH: This is the name and address of an agent designated to accept service of process if the corporation is summoned to court for any reason. The agent must be either an adult citizen of Maryland or another already existing Maryland corporation. The address must include the street, city and zip code. The address must be in Maryland and cannot be a P.O. box. A corporation cannot act as its own resident agent. That person must also sign below. SIXTH: Insert that number of shares of stock the corporation will have the authority to issue as well as the par value of each share. If the aggregate par value (number of shares multiplied by the par value) exceeds $100,000, or if over 5,000 shares of stock without par value is used, insert “$0” as the par value per share. Stock is the means by which ownership of the corporation is divided and assigned. Generally, the owner of 20% of the outstanding stock of the corporation “owns” 20% control. Additionally, the stock is required to take advantage of certain tax options. Questions about stock should be directed to your attorney, accountant or financial advisor. Articles stating “zero”, “0”, “N/A” or silent as to the number of shares or not stating a par value will be rejected. SEVENTH: Insert the name of at least one adult. This individual does not have to reside in Maryland. This individual will act as the director for the corporation until he or she issues stock at the organizational meeting of the board. Thereafter, the stockholder runs the corporation. EIGHTH: Signature(s) of Incorporator(s): Have all the individuals named in FIRST sign here. No one else may sign here. No witness or notary is required. NINTH: The person listed as a resident agent in FIFTH must sign here. RETURN ADDRESS: State where the receipt, certified copies, certificates of status and the original articles are to be sent. FEES: The fee to file Articles of Incorporation is $100.00 plus a $20.00 organization and capitalization fee for a total of $120.00, unless the aggregate par value of the stock exceeds $100,000 or, if no par value stock is used, the corporation has authority to issue more than 5,000 shares. If stock exceeds these amounts, call 410-767-1340 for the fee. Rev: 5/2011 Maryland State Department of Assessments & Taxation 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 sta ff can not offer business counseling or legal advice. Where and how do I file my documents? All documents must be submitted to: State Department of Assessments and Taxation Charter Division 301 W. Preston Street; 8th Floor Baltimo\ re, MD 21201-2395 How long will it take to process my documents? Regular document processing time can be 8 weeks or more. Expedited proc\ essing request will be handled within 7 business days. The expedited service fee is an additional $50.00 for each document; other fees may also apply. 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. For your convenience a copy of the Charter fax cover sheet is attached. Documents hand-delivered in limited quantities receiv e same day expedited service between 8:30 am and 4:30 pm, Monday through Friday. You must be in line no la ter than 4:15 PM in order to receive service that same day. Mail completed forms to with the appropriate filing fees: State Department of Assessments and Taxation, Charter Division 301 W. Preston Street; 8th Floor Baltimore, MD 21201-2395 All checks must be made out to State Department of Assessments and Taxat\ ion . A schedule of filing fees is available online at http:/www.dat.state.md.us/sdatweb/fees.html Notice regarding annual documents to be filed with the Department of Assessments & Taxation: All domestic and foreign legal entities must submit a Pers onal Property Return to the Department. Failure to file a Personal Property Return will result in forfeiture 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. Rev : 5/2011