Registering or qualifying a foreign corporation in Maryland

Maryland's corporation chapter gives a foreign corporation two routes. A corporation that is not qualified under the second route registers ahead of any interstate or foreign business. A corporation qualifies ahead of any intrastate business. A corporation that sells into Maryland from elsewhere and has no operations here fits registration. One that opens a Maryland store or office fits qualification. The fee on the schedule is the same for both.

Certifications that concern the resident agent, an address or a principal office are executed for the corporation by its president or one of its vice-presidents. A foreign corporation changes its agent or address in the way a Maryland corporation does, with a certified board resolution, or, for an address change alone, with a statement from the president or a vice-president. While it is subject to suit in Maryland, the corporation keeps a resident agent and a certified address. SDAT can act as agent for a corporation that has none, or whose agent cannot be found or served.

The schedule lists $100 to register or qualify, with a $0, $50 or $325 speed choice. Requalifying a foreign corporation that lost its authority also costs $100. Terminating a foreign corporation's registration shows $0 as the base fee, with an optional $50 expedited review. Online payment adds the 3 percent technology fee. A certificate of status costs $20.

A foreign corporation that does business without registering or qualifying owes SDAT a $200 penalty. Until it has paid and complied, or stopped doing business, it cannot bring a suit in a Maryland court. Each officer and each agent who transacts the business for it commits a misdemeanor, with fines capped at $1,000. Its contracts stay valid.

A nonprofit corporation tells us its type when it orders. A foreign limited partnership or LLP registers for $100 and files a $300 annual report. We confirm the form for each of those entities at order.

A foreign corporation ends a registration or qualification by filing an application for termination, signed by its president or one of its vice-presidents. It states the corporation's name and any principal office, the name and address of its agent, that it no longer transacts business of the relevant kind in Maryland, and that it has filed all reports and paid all taxes due to the State and its subdivisions.