How to Form a Foreign Limited Liability Company in Maryland – Limited Liability Company Registration

The Maryland Limited Liability Company Registration is the form template the Maryland Department of Assessments and Taxation requires of foreign Limited Liability Companies wishing to operate as such in the State of Maryland. This must be accompanied by official written proof of the foreign entity’s existence and standing in its home jurisdiction. Typically, this should be obtained by the foreign Limited Liability Company’s government institution holding authority over the entity (i.e. a Secretary of State).

The Filing Fee for the Maryland Limited Liability Company Registration is $100.00. This may be remitted with a check that is payable to Department Assessments and Taxation. It should be noted that if the foreign applying entity has already conducted business in the State of Maryland as a Limited Liability Company without the approval of the Maryland Department of Assessments and Taxation then an additional $200.00 Penalty must accompany this filing its Filing Fee. You may file this document by mail.

How To File Online

Step 1 – Click on this link: https://egov.maryland.gov/businessexpress to go to the Maryland Department of Assessments and Taxation Business Express website. Locate the fields labeled “Username” and “Password” then enter your Log in information. Once this is done select the button labeled “Log In.”

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Step 2 – Select the link labeled “Create a New Business Filing.”

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Step 3 – Select the link labeled “Non-Maryland Limited Liability Company.”

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Step 4 – Next, locate the field labeled “Full Legal Business Name.” Report the Full Name of the applying Limited Liability Company here. This should appear precisely as it appears on the Certificate of Existence being submitted. If this Name is unavailable for use in the State of Maryland or is non-compliant with Maryland requirements, the applying Limited Liability Company will need to operate under an assumed Name. If this is the case, then under the heading “Business Name in Maryland (if different from above),” report the Assumed Name in the “Business Name in Maryland” field. Use the “Suffix” field to report the desired Business Suffix (“Limited Liability Company,” “LLC,” “L.L.C.,” “L.C.,” or “LC”). When ready, select the button labeled “Continue.”

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Step 5 – The Business Address page will require that several pieces of information be delivered regarding the Principal Office of the applying Limited Liability Company along with some Contact Information. First, locate the drop down field labeled “Country.” Select the Country where the foreign Limited Liability Company’s Principal Office is located (wherever that may be).

Step 6 – Next, you will need to report the actual Address of the foreign Limited Liability Company’s Principal Office. Locate the field labeled “Address,” then report the Building Number, Street, and Unit Number where the applying entity’s Principal Office is located. If there is not enough room, you may continue this report in the field labeled “Address 2.” If this is unnecessary, you may leave “Address 2” blank.

Step 7 – The remaining fields, “City,” “State,” and “Zip Code” will require the balance of the actual location where the foreign Limited Liability Company’s Principal Office is located.

Step 8 – The Principal Office Address you have just provided must be the Physical Location of the foreign Limited Liability Company’s Principal Office. That is, it may not contain such things as a P.O. Box. If the foreign Limited Liability Company has a Mailing Address that differs from the Principal Address’ Physical Location, it should be reported. If so, click on the check box labeled “Check box if the mailing address…” This will generate the necessary fields to enter a separate Mailing Address. If this is the case, proceed to Step 9. If the foreign Limited Liability Company’s Principal Office Physical Address is the same as its Mailing Address, then leave this box unchecked and proceed to Step 10.

Step 9 – You may begin to report the Mailing Address by selecting the appropriate Country from the field labeled “Country.” Then use the “Address,” “Address 2,” “City,” “State,” and “Zip Code” fields to report the exact Address where Mail to the foreign Limited Liability Company may be sent.

Step 10 – The next section, “Contact Information,” requires some information to enable direct and speedier contact should the Maryland Department of Assessments and Taxation need information or otherwise correspond on official business. This will require a Contact Person who may be considered the first point of contact for the Maryland Department of Assessments and Taxation. Enter this party’s E-Mail Address in the field labeled “Email Address” then, report the Daytime Phone Number of the Contact Person in the field labeled “Phone.”

Step 11 – Next, in the text box labeled “Description of Business,” you must document the exact Purpose of the foreign Limited Liability Company’s business in the State of Maryland. That is why does the foreign Limited Liability Company want to operate in Maryland and how will it conduct its business. Once you have reported this, you may select the button labeled “Continue” to proceed to the next section.

Step 12 – The “Resident Agent” page will require the Identity and Location of the Maryland Resident Agent be documented. Locate the drop down list near the top of the main area labeled “Resident Agent.” Select the type of entity the Maryland Resident Agent is from this menu (“An Individual,” “A Maryland Corporation,” or “A Maryland LLC”). This will generate the appropriate fields to enter a Name for the entity type selected. For our purposes, select “An Individual.” This will provide two fields “First Name” and “Last Name.” Use these two fields to report the Name of the individual serving as the foreign Limited Liability Company’s Maryland Resident Agent.

Step 13 – Next, in the fields labeled “Address 1” and “Address 2,” enter the Building Number, Street, and Unit Number (if applicable) where the Maryland Resident Agent may be found physically. Then enter the “City” and “Zip Code” of the Maryland Resident Agent’s Physical Location. Note the State field is auto-populated with “Maryland.” This is because the Maryland Resident Agent must have a Physical Address in Maryland where he/she/it may receive Service of Process on behalf of the foreign Limited Liability Company should it ever be called to court.

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Step 14 – In the next screen, “Non-Maryland LLC: Upload Certificate,” some basic information will be required regarding the foreign Limited Liability Company in its jurisdiction. In the field labeled “Place of Formation,” select the jurisdiction where the foreign Limited Liability Company formed.

 

Step 15 – In the field labeled “Date of Formation,” enter the Date when the foreign Limited Liability Company was officially formed or registered in the eyes of the relevant government institution holding authority over its actions in its home state.

Step 16 – The Maryland Department of Assessments and Taxation will require you to submit a Certificate of Good Standing issued by the foreign Limited Liability Company’s home jurisdiction. In some cases, this may be referred to as a Certificate of Existence. This must be attained from an appropriate governing entity (such as the Secretary of State or Custodian of Records) in the foreign Limited Liability Company’s home state. Use the button labeled “Choose File” to locate the Certificate of Existence to be submitted on your computer. Upload this document to the online form. When you are ready, select the button labeled “Continue.”

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Step 17 – This screen will consolidate all of the entries you have made in response to this form in one screen for an easy review. You may navigate to any of the sections using the “Edit” button appropriate to that section should any information need to be corrected. When you are ready to proceed with the submission process select the button at the bottom of the page labeled “Proceed to Certification.”

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Step 18 – Here, the Electronic Signatures of an Authorized Party and an Acknowledgment of Consent from the Maryland Resident Agent must be provided amongst other things. The first step will be to indicate if the foreign Limited Liability Company has previously done business in the State of Maryland or not without being certified. If not then, under “Business in Maryland,” select the radio button labeled “No” to indicate the foreign Limited Liability Company has not done business in the State of Maryland before this application for a Certificate of Authority. If so, then select the radio button labeled “Yes,” in the “Business in Maryland” section, to indicate this foreign Limited Liability Company did conduct business in the State of Maryland without a Certificate of Authority (in such a case an additional penalty fee will apply).

Step 19 – In the “Authorized Party” section, an individual who has been authorized by the foreign Limited Liability Company to submit this paperwork must type in his or her First Name in the “First Name” field and his or her Last Name in the “Last Name” field. Below this the Authorized Party must place a check in the box labeled “By checking this box…”

Step 20 – In the section labeled “Resident Agent,” the Maryland Resident Agent listed here must select the box labeled “By checking this box I certify…” as an acknowledgment of consent to fulfill the role of Resident Agent for the applying foreign Limited Liability Company. Once this is done, select the button labeled “Certify and Save for Payment.”

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Step 21 – This screen will confirm that all the information you have entered, along with the Electronic Signature, has been entered and is ready for filing. In the section labeled “Non-Maryland LLC Registration,” select the link labeled “Submit Non-Maryland LLC Registration” to proceed.

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Step 22 – This page will break down the payments owed. Note the Filing Fee of $100.00, this is the minimum amount for filing this document however since all online submissions are considered Expedited, you will need to pay the $50.00 Expedited Fee. Additionally, there will be a Convenience Fee of $4.50. This is the minimum payment owed for Filing the Maryland Limited Liability Company Application for Registration. If any other fees associated with this filing will be assessed, they will be displayed here as well. When you are ready, select the button labeled “Make Payment.” This will direct the browser to a screen where you may enter your credit card information for payment.

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Step 23 – The Maryland Department of Assessments and Taxation will expect a Maryland Annual Report and Personal Property Return by April 15 every year. This may also be done online here: https://egov.maryland.gov/businessexpress. Most entities will need to pay a Filing Fee of $300.00 when submitting this form.

 

How To File By Mail

Download Form

Step 1 – Select the “Download Form” link above to gain access to a PDF version of the Maryland Limited Liability Company Registration. This must be filled out with a type writer or filled out onscreen then printed. The Maryland Department of Assessments and Taxation will not accept hand written documents thus, if you do not have access to the appropriate software you must type the required information directly onto the form.

Step 2 – Item 1 will begin by requiring the Full Legal Name of the foreign Limited Liability Company precisely as it appears on the record books in its home jurisdiction. In most cases, this Name should be entered precisely as it is written on the Certificate of Good Standing being submitted with this application.

Step 3 – Item 2 is provided in the event the Full Legal name of the foreign Limited Liability Company may not be used in the State of Maryland. In such an event the foreign entity must adopt an Assumed Name and report the Assumed Name on the blank line in this item. Keep in mind all Limited Liability Companies in this State must have a unique Name with one of these business suffixes: Limited Liability Company, L.L.C., LLC, L.C., or LC.

Step 4 – In Item 3, enter the jurisdiction where the foreign Limited Liability Company was organized and registered as the business entity it is on the blank line provided.

Step 5 – In Item 4, document the Date the foreign Limited Liability Company was organized as a business entity in its home jurisdiction on the blank line labeled “Date of Formation.”

Step 6 – The foreign Limited Liability Company’s Principal Office Address must be reported in Item 5. Here, make sure to report the Physical Address and not just a Mailing Address. This should consist of a Building Number, Street, any applicable Unit Number, City, State, and Zip Code where the Principal Office may be located.

Step 7 – Report the Purpose the foreign Limited Liability Company has for operating as such in the State of Maryland on the blank line provided in Item 6. This should include how the foreign Limited Liability Company will conduct or transact business in the State of Maryland.

Step 8 – Item 7 requires the Identity and Location of the Maryland Resident Agent to be reported in the space provided. First report the Full Name of the Individual, Corporation, or Limited Liability Company that will accept any Service of Process issued to the foreign Limited Liability Company on behalf of the foreign Limited Liability Company as its Maryland Resident Agent. Then document the Address of the Physical Location where the Maryland Resident Agent will be found

Step 9 – Next on the blank line labeled “Signed: Authorized Person,” an individual who has the foreign Limited Liability Company’s explicit consent to submit this document and its accompanying paperwork to the Maryland Department of Assessments and Taxation must Sign his or her Name.

Step 10 – The Maryland Resident Agent named in Item 7 must Sign his or her Name on the blank line labeled “Signed: Resident Agent.” This will act as verification that consent to the role of Resident Agent has been given by the Maryland Resident Agent.

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Step 11 – Verify all the information reported is correct. Once you have organized all the documents that need to accompany the Maryland Limited Liability Company Application for Registration you may mail or bring it to the Maryland Department of Assessments and Taxation. If you submit this document by mail, you will need to pay The Filing Fee ($100.00) with a check that is payable to Dept. of Assessments and Taxation. If the foreign Limited Liability Company has conducted business as a Limited Liability Company prior to this registration an additional $200.00 Penalty Fee must accompany this registration. Normally, this paperwork will be processed in four to six weeks, however you may expedite (to one week) upon request. Expediting is optional and will require payment of a $50.00 Expediting Fee.

Mail To/Deliver To:

State Department of Assessments and Taxation
Charter Division
301 W. Preston Street, 8th Floor
Baltimore, MD 21201-2395

Step 12 – You must make sure to keep up with all the maintenance paperwork required of Limited Liability Companies (foreign and domestic). One such obligation is to file a Maryland Annual Report and Personal Property Return by April 15. This may currently be done by mail however, the Maryland Department of Assessments and Taxation is currently switching such annual reports to be completely online. For more information, you may visit https://egov.maryland.gov/businessexpress where you may file online. It should be noted the Filing Fee for this submission will be $300.00 for a majority of Limited Liability Companies.