Register a Foreign LLC in Maryland with SDAT

Under Corporations and Associations § 4A-1002(a), a foreign LLC has to register with SDAT before doing any interstate, intrastate, or foreign business in Maryland. "Foreign" means formed under the law of any other state, and the definition reaches D.C., the territories, and Puerto Rico as well.

Maryland takes a different approach from the states that define the trigger. Section 4A-1009(a) says only that eight activities, "in addition to any other activities" that might qualify, do not amount to doing business. They are: defending or settling a claim or proceeding; member meetings and other internal affairs; bank accounts; a single transaction outside a series of similar ones; and four mortgage-related activities, namely foreclosing a mortgage or deed of trust, taking title through default or foreclosure, then holding, renting, or operating that property, and selling it. Interstate commerce does not appear on the list.

One rule points the other way. Under § 4A-1009(b), a foreign LLC that owns income-producing real property, or income-producing tangible personal property, in Maryland is treated as doing business here, unless the property comes from the mortgage activities above. A Maryland rental unit owned by an out-of-state LLC is the standard example.

The filing is titled "Limited Liability Company Registration (For non-Maryland Limited Liability Company)," and it has no form number. SDAT's Business Express calls the same filing "Foreign Limited Liability Company Registration." You can submit it online through a Business Express account or on paper, by mail or at an onsite drop box.

The state's fee for the registration is $100. Paying online by card or PayPal adds a 3% technology fee, and SDAT says customers who would rather not pay it can file on paper.

The form asks for the LLC's legal name in its home state, the name it will use in Maryland if that differs, the state and date of formation, the principal office address, the nature of the business in Maryland, whether the company is a series LLC, and the resident agent's name and street address. An authorized person signs it, and the agent signs a consent to the appointment. It also asks whether the LLC has already done business in Maryland, and if the answer is yes, a penalty has to come with the registration (more on that below). Once SDAT approves the filing, its effective date is the date of submission.

For Maryland, the checkout includes a $50 expedited-processing line, and with $199 for our work the amount due today is $352.

SDAT will not take the registration without a document showing the LLC exists where it was formed. The form says it must be accompanied by written proof of existence from the home state, equivalent to a certificate of good standing, issued within the last 60 days. The statute, § 4A-1002(b)(7), says the proof has to be acceptable to SDAT. No certified copy of your formation documents is asked for.

Your home state's business filing office issues the certificate. Get it close to the filing date, as 60 days is a short window, and keep it ready for the person preparing the registration. If it ages out before the filing goes in, a newer one has to be ordered.

The name you register under needs a designator, either "limited liability company" spelled out or LLC or LC, with or without periods (§ 1-502), and it must be distinguishable on SDAT's records from other Maryland entities, reserved names, and the assumed names of authorized foreign entities (§ 1-504). The useful part is § 4A-1004: a foreign LLC may register under any name, whether or not that is the name it uses at home. If yours is taken in Maryland, you give the alternate name in the second item on the form, with no extra fee. A 30-day name reservation is available for $25.

Maryland calls the role a resident agent. Section 1-101(x) allows a person residing in Maryland or else a Maryland-organized corporation, LLC, or limited partnership to serve. That rules out a foreign LLC acting for itself, and the address has to be a street address because the form says no P.O. boxes. The form says that if no agent is named, or the agent cannot be found or served, SDAT is appointed the agent at no additional fee, and SDAT then forwards the process to the company's mailing address or principal place of business. Naming a real agent keeps you from relying on that.

Changing the resident agent later is a $25 filing.

Maryland's consequences come in four pieces, all in § 4A-1007. First, an unregistered LLC cannot maintain a lawsuit in a Maryland court unless it shows the court it has paid the penalty and either complied with the law or stopped doing business here. Second, SDAT imposes a $200 penalty on an LLC that does business in Maryland without registering. It is a single amount rather than a yearly one, and it can be reduced or abated for good cause. Third, each member and each agent who transacts the company's business in Maryland commits a misdemeanor, with a fine of up to $1,000 on conviction. Fourth, § 4A-1008 lets the Attorney General sue to stop the company from operating in Maryland at all.

Your contracts and acts stay valid, and the company can still defend a lawsuit. Doing business without registering also appoints SDAT as the company's agent for service on claims that arise from that business.

The $200 matters at registration time as well. Item 9 on the form asks whether the LLC did business in Maryland before registering, and a yes has to be accompanied by the penalty payment.

Each year a foreign LLC registered in Maryland files the Business Entity Annual Report and Personal Property Return, known as Form 1, with SDAT. It is due April 15 and the fee is $300, which covers the annual report only because there is no fee for the personal property return. A property tax return is not required if all of the company's personal property in Maryland and elsewhere had an original cost under $20,000. An extension to June 15 can be requested.

A late report brings a penalty that grows with each month. Skip it and SDAT can forfeit the LLC's right to do business in Maryland, which it may do if the report is still missing 30 days after a written demand, effective 15 days after a written notice of forfeiture. Getting back in after a forfeiture takes a re-registration filing.

If you leave Maryland, you cancel the registration with a Certificate of Cancellation of a Foreign Limited Liability Company Registration. There is no filing fee for a non-expedited filing, and SDAT keeps its authority to accept service on claims from your Maryland business. Whether the business also needs Maryland tax accounts depends on its activities, and that runs through the Comptroller as a separate step.

Send us your home-state details and the proof of existence, and the Maryland registration is prepared and filed with SDAT by us. Your resident agent costs nothing for twelve months, then $149 per year. A summons or other service of process gets scanned and uploaded the same business day it arrives, with no fee attached.

The amount you pay covers the registration plus those first twelve months of agent service. Form 1 each spring, personal property matters and tax filings stay outside it. Mainstay is a filing service, so legal questions go to a Maryland attorney.

Corporations formed elsewhere use the same checkout. Their state fee and total today match the LLC's, so the corporation total is also $352, with a $50 expedited-processing line.