Articles of Organization LLC Maryland

What Are Maryland Articles of Organization?

The Maryland Articles of Organization is a legal document filed with the Maryland State Department of Assessments and Taxation (SDAT) to officially form a Limited Liability Company (LLC) in the state. This document, also known as the "Articles of Organization," provides essential information about the LLC to the state, such as its name, address, and management structure. Filing these articles is a crucial step in establishing the LLC as a recognized legal entity, separate from its owners. While the Articles of Organization create the LLC, an Operating Agreement is used internally to govern the LLC's operations and management.

Are Maryland Articles of Organization Required?

Yes, filing the Maryland Articles of Organization is legally required to form an LLC in the state. Without filing this document, an LLC cannot be recognized as a legal entity, which means it cannot conduct business, enter into contracts, or benefit from the liability protections offered to LLCs. State law mandates this filing to ensure that the LLC is properly registered and accountable.

Information Required in Maryland Articles of Organization

Name Requirements

In Maryland, an LLC's name must be distinguishable from other business entities registered in the state. The name must include "Limited Liability Company," "LLC," or "L.L.C." to clearly indicate its business structure. This requirement helps prevent confusion and ensures that the public can easily identify the type of business entity.

Maryland Registered Agent and Registered Office

Every Maryland LLC must designate a registered agent with a physical address in the state. The registered agent is responsible for receiving legal documents and official correspondence on behalf of the LLC. The agent must consent to this role, ensuring they are available during regular business hours to accept service of process.

Management Structure

Maryland recognizes two management structures for LLCs: member-managed and manager-managed. In a member-managed LLC, all members participate in the decision-making process. In a manager-managed LLC, designated managers handle the day-to-day operations, and members have a more passive role. The choice of management structure affects the authority and responsibilities within the LLC, and if manager-managed, the managers must be listed in the Articles of Organization.

Organizer Information

The organizer is the individual or entity responsible for filing the Articles of Organization. The organizer does not need to be an owner or manager of the LLC. Their role is to complete and submit the necessary paperwork to the state to establish the LLC.

Purpose Statement

Maryland allows LLCs to include a general purpose statement in their Articles of Organization, which provides flexibility for the business to engage in any lawful activity. However, some businesses may choose to include a specific purpose if they have a particular focus or industry in mind.

Certificate of Formation Effective Date

In Maryland, the effective date of the LLC can be immediate upon filing or set for a future date. This allows businesses to plan their start date according to their operational needs.

How to File Maryland Articles of Organization

Online

The Maryland Articles of Organization can be filed online through the Maryland Business Express portal. Online filing is often faster and more convenient, with quicker processing times compared to mail.

Mail

To file by mail, the appropriate form must be completed and sent to the Maryland State Department of Assessments and Taxation. Mailed filings typically take longer to process than online submissions.

Maryland Articles of Organization Filing Fee

The filing fee for submitting the Maryland Articles of Organization is $100, payable to the Maryland State Department of Assessments and Taxation.

What Happens After Filing Maryland Articles of Organization?

Once the Articles of Organization are approved, the LLC is legally formed and can begin conducting business. The LLC can then apply for an Employer Identification Number (EIN) from the IRS, open a business bank account, and adopt an Operating Agreement to outline its internal governance. Maryland issues a certificate of formation, and certified copies can be requested if needed.

Common Mistakes When Filing Maryland Articles of Organization

Common mistakes include providing incorrect registered agent details, selecting the wrong management structure, and confusing the Articles of Organization with an Operating Agreement. Ensuring accuracy in these areas is crucial to avoid delays or legal issues.