DEPARTMENT OF CORPORATIONS
Maryland Secretary of State
Corporations and LLC filings are handled by the State Department of Assessments and Taxation, not the Maryland Secretary of State.
Maryland State Department of Assessments and Taxation, Department of Corporations
Maryland differs from
most states in that both corporations and limited liability companies
are processed by the State Department of Assessments and Taxation ("SDAT"),
whose address is State Department of Assessments and Taxation, Charter
Division, 301 W. Preston St., Room 801, Baltimore, MD 21201-2395, (410)
A single person, authorized by the original participants, may sign the articles of incorporation (articles of organization in the case of a limited liability company),then secure the signature of the resident agent, and then file the articles with the State Department of Assessments and Taxation. Certain mandatory information is required in the Articles of Incorporation (or the Articles of Organization, in the case of a limited liability company) and other optional information may also be included. In the state of Maryland, as in most other states, the question is what material should be put in the articles and what material should be reserved for the bylaws (or for the operating agreement, in the case of a limited liability company). While there is no hard and fast rule with respect to this question, the fact that amendments to the articles must be filed with the state (incurring additional costs) is an argument in favor of deferring as much as possible of the optional provisions for the bylaws (or operating agreement), rather than putting those optional provisions in the articles.
On the other hand, where there are multiple participants in the company, including those optional provisions in the articles can provide a measure of security to the minority participants. Another common question is whether or not the participants can be identified from the public record, by looking at the documents filed with the agency charged with company filings (in this case, SDAT). In this regard, while shareholder information is not filed with SDAT, the original Articles of Incorporation must include the names of the corporations initial directors. In the usual case, the officers and directors of a corporation are also the shareholders of that corporation, with the result that anonymity is compromised.
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