Maryland Foreign Registration / Cancelling
Cancelling a foreign LLC's Maryland registration
A foreign LLC that is finished in Maryland files the Certificate of Cancellation of a Foreign LLC with SDAT. The base filing fee is waived, so the schedule shows $0, with an optional $50 expedited review. Cancelling does not end the State's role as agent for service on claims from business already done in Maryland.
The cancellation at a glance
- Business Express filing type
- Certificate of Cancellation of a Foreign LLC
- Statute
- Corporations and Associations 4A-1006
- Signer
- an authorized person
- Base fee
- $0
- Expedited option
- $50
- Certificate of withdrawal, if you want one
- $20
When to cancel
Cancel when the LLC has no more Maryland business: the lease has ended, the property is sold, the last employee has left and no Maryland customer relies on the LLC. A foreign LLC cancels its registration by filing a certificate of cancellation executed by an authorized person. Doing nothing is not a substitute. An LLC that stops filing Form 1 is on the road to forfeiture, which carries its own consequences.
What SDAT does and does not release
Filing the certificate does not end SDAT's authority to accept service of process on claims arising from the LLC's business in Maryland. A creditor or customer with a Maryland claim can still serve the State. Keep a current mailing address at SDAT for as long as old claims could arise, or tell your agent where to forward anything that arrives.
The fee and the speed
SDAT's schedule marks the base filing fee for this certificate as waived by the Department. The expedited option is $50. Paying online adds the 3 percent technology fee to whatever is paid. A certificate of withdrawal of registration, when you want a document showing it, is a separate $20 item.
Close the rest in order
The SDAT cancellation comes first, and the other closings follow. With the Comptroller, close the withholding account with Form MW506FR and the sales and use tax account with Form 202FR. Then close with the IRS, with any city or county office where the LLC is registered, with a state licensing agency if it holds a license, and with the clerk of the circuit court if it holds a trader's license.
Cancelling a Maryland registration
File Form 1 for the last year
An unfiled report can lead to forfeiture and a penalty.
Pay any late penalty
Clear it so the entity is in good standing.
File the certificate of cancellation
Signed by an authorized person, base fee $0.
Close the Comptroller accounts
Withholding and sales and use tax, if open.
Close local and licensing accounts
City, county and the circuit court clerk, as they apply.
Check the record before you file
Look the LLC up in SDAT's business entity search first. The record shows its general information and good standing status, its filing history, and an annual report tab that says whether required reports were filed and whether late fees are owed. A tab that shows an unfiled Form 1 or an unpaid penalty is the thing to clear before you file the cancellation. Business Express lists the filing as Certificate of Cancellation of a Foreign LLC.
Cancel or keep the registration?
An LLC that expects to return in a year or two may do better to keep the registration. Keeping it costs $300 a year. Cancelling and returning costs $100 again plus a fresh proof of good standing, and any gap in which the LLC did business in Maryland is open to the $200 penalty.
If the registration was forfeited first
An LLC that lost its right to do business through forfeiture does not file a cancellation. It applies to regain the right with a re-registration, which the schedule lists at $100 with the same speed options. An LLC that wants to be done with Maryland would still need to cancel after re-registering.
Corporations terminate instead
A foreign corporation files an application for termination rather than a certificate of cancellation. The schedule also shows $0 for it. SDAT's closing guide adds that a corporation must be in good standing before it can close, with all reports filed and all fees paid. See the corporation page.
Property tax and the personal property division
An entity that owned business personal property and had an assessment must notify the Personal Property Division of what became of the property. If it does not, it can face estimated assessments and tax bills even after forfeiture takes effect. Mention it to the preparer if the LLC owned equipment in Maryland.
Cancellation questions
Does cancelling cost anything?
The base filing fee is waived and shows $0. Expedited review adds $50.
Does cancelling stop service of process?
No. SDAT stays the agent for claims arising from Maryland business already done.
Do I file Form 1 after cancelling?
The last report should be filed before you cancel.
Our fee and SDAT's
SDAT's $100 and any speed option you choose are listed on their own lines at checkout. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Register in Maryland
$199
+ $100 SDAT fee
- The SDAT registration for a non-Maryland LLC, completed from your answers
- Your home-state proof of existence checked before anything is sent
- A Maryland resident agent, either ours or the one you name
- Submission through Business Express and the SDAT acknowledgment returned to you
- Renewal: after the first year, the agent service renews at $149 a year
Sources
- Maryland Business Express fee schedule
- Md. Code, Corps. and Ass'ns 1-203, fees
- Maryland Business Express, processing times
- Maryland Business Express, make changes to your business
- Md. Code, Corps. and Ass'ns 4A-1006, cancelling a registration
- Maryland Business Express, closing a business
- Maryland Tax-Property 11-101, annual report
- Maryland Corporations and Associations 4A-1007, effect of not registering
- Maryland Business Express, business FAQ
Doing business in Maryland?
Give us the home-state details and we prepare the SDAT registration.