Does my LLC need to register in Maryland? The statute's test and the safe list

The registration section is short. It tells a foreign LLC to register ahead of any interstate, intrastate or foreign business in the State. The doing-business section then adds its own roll of safe activities, and opens by saying that list sits on top of other activities that may not count either. Nothing in the statute makes the list exhaustive, so an activity that is not named is still open to argument either way.

The second subsection of that section turns the test around. A foreign LLC that holds income-producing real estate or income-producing tangible property in Maryland, outside what the first subsection exempts, is considered to be doing business here. So the question stops being how much the LLC does. A holding company whose only link is a leased apartment building, a crop-share farm or leased equipment placed in Maryland is covered, even with no office or employees.

An LLC whose members meet in Maryland once a year for a board meeting is holding a meeting, which is on the list. An LLC that opens a Maryland bank account for a vendor payment is keeping an account. An LLC defending a lawsuit filed against it in a Maryland court is defending a suit. An LLC that signs one purchase of Maryland equipment, with nothing like it before or after, has made an isolated deal. In each case the activity is the only link to Maryland.

SDAT imposes a $200 penalty, the LLC and anyone claiming under it cannot bring suit in a Maryland court until the penalty is paid and the LLC has complied or has stopped doing business here, and each member and each agent who transacts business for it commits a misdemeanor, and a conviction can bring a fine of at most $1,000. The LLC's contracts remain valid. The penalty page goes through each consequence.

For corporations the law splits the question in two. Registration covers a corporation whose business here is interstate or foreign, and qualification covers one whose business here is intrastate. The corporation page explains the difference and the fees, which are the same for both.

If your case sits between the safe list and the patterns above, a Maryland lawyer can tell you. A call is worth making when the LLC has been active in Maryland for years without registering, when it holds a state license or contract that asks for good standing, when a lawsuit is likely, or when its Maryland activity is odd enough that none of the examples above fits. Once you know, we prepare the registration and file it.

Registration costs $100 plus the technology fee, and the first annual report is $300. The cost page shows the totals. An LLC that registers before it starts is not charged the $200 penalty at all.