How to Dissolve a Corporation in Maryland (How to legally Close a Maryland Business)
MARYLAND BUSINESS SERVICES CORPORATION Incorporate in Maryland Maryland Professional Corporation Maryland Nonprofit Corporation MD Corporation Foreign Qualification Maryland Corporation Annual Report Maryland Corporation Dissolution LLC Form a LLC in Maryland MD LLC Foreign Qualification Maryland LLC Annual Report Maryland LLC Dissolution OTHER MARYLAND BUSINESS SERVICES Maryland Good Standing Certificate Maryland Apostille Maryland DBA Name Maryland Registered Agent MD Corporation Kit and Seal Maryland Certified Copies MD Business Reinstatement MD Company Name Reservation MD Tax Status Compliance Certificate MD Attorney Good Standing Certificate Maryland Property Deed MD Employer Requirements QUICK ENTRY FORMS Maryland Incorporation Maryland LLC MD Professional Corporation MD Nonprofit Corporation MD Foreign Corporation MD Foreign LLC MD LLC Dissolution MD Corporation Dissolution CORPORATE GLOSSARY   Administrative Dissolution Agent for Service of Process Apostille Apportionment Articles of Incorporation Articles of Organization Assumed Name At Will LLC Authorized Shares B Corporation Benefit Corporation Board of Directors Business Dissolution Business Entity Bylaws Certificate of Existence Certificate of Status Certified Copy Close Corporation Common Stock Conversion Corporate Bylaws Corporate Name Reservation Corporate Stock DBA Disregarded Entity Dividends ESOP Excise Tax Federal Tax ID Ficticious Name Foreign Qualification Franchise Tax General Partnership Good Standing Certificate Incorporator Involuntary Dissolution IRS Form 966 ITIN Limited Liability Company Limited Partnership Liquidation LLC LP Majority Shareholder Meetings Merger Nexus Non-Stock Corporation Nonprofit Corporation Obligated Member LLC Organizer Paid-in Capital Paid-in Surplus Par Value Personal Service Corporation Preferred Stock Privilege Tax Professional Corporation Professional Service Proxy Registered Agent Registered Office Reporting Requirements Revocation S Corporation Series LLC Service Mark Shareholder Sole Proprietor Stated Capital Statutory Agent Stock Certificate Term LLC Trade Name Trademark Trust Trustee Winding Up	What is Maryland Corporation Dissolution? A Maryland Corporation is created when the MD Department of Assessments and Taxation approves the Articles of Incorporation. A record of the Maryland Corporation is added to the list of Corporations which have officially registered with the Maryland Department of Assessments and Taxation.  Once a Corporation is registered with the Maryland Department of Assessments and Taxation, that Corporation immediately has both reporting and tax obligations which incur penalties if the obligations are not met by the required deadlines.   more... less... A Maryland Corporation is created when the MD Department of Assessments and Taxation approves the Articles of Incorporation. A record of the Maryland Corporation is added to the list of Corporations which have officially registered with the Maryland Department of Assessments and Taxation.  Once a Corporation is registered with the Maryland Department of Assessments and Taxation, that Corporation immediately has both reporting and tax obligations which incur penalties if the obligations are not met by the required deadlines.   If you've registered a Maryland Corporation with the Maryland Department of Assessments and Taxation and want to cease business activities you have to let the MD Department of Assessments and Taxation know that you intend to close your company.  Only after the MD Secretary of State has made sure that all of the obligations of the Maryland Corporation have been fulfilled will the Department of Assessments and Taxation approve of the closure of the company. When the Maryland Department of Assessments and Taxation approves the closing of a MD Corporation, that Maryland Corporation is said to be Dissolved.   The process of Dissolving a Maryland Corporation is called Maryland Corporation Dissolution. A Maryland Corporation must file all Personal Property Reports, including the current year's Report, with the MD Department of Assessments and Taxation before the Department will approve Dissolution of the Maryland Corporation. If a Maryland Corporation has any creditors they must be notified after Dissolution of the Maryland Corporation has been approved by the Maryland Department of Assessments and Taxation. If a Maryland Corporation has been Forfeitted by the MD Department of Assessments and Taxation , in addition to filing all missing Personal Property Returns, that MD Corporation must file for Reinstatement before it may legally be Dissolved by the Maryland SDAT. Why do I need to Dissolve a Maryland Corporation? As soon as a Maryland Corporation is registered with the MD Department of Assessments and Taxation, that Corporation is responsible for recurring obligations of the Maryland Department of Assessments and Taxation and the Maryland Department of Assessments and Taxation.  If the Maryland Corporation does not file reports or pay taxes then that MD Corporation could be responsible for penalties which go up as time goes by. Unless you Dissolve your Maryland Corporation with the Maryland Department of Assessments and Taxation that MD Corporation will be responsible for all recurring fees and penalties. What do I have to do to Dissolve a Maryland Corporation? Maryland Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process.   more... less... Maryland Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process. There are things you need to do before you can request approval of Corporation Dissolution from the Maryland Department of Assessments and Taxation; and things that you have to do after the MD Department of Assessments and Taxation has approved Dissolution of the Maryland Corporation.  What you have to do both before and after the Maryland Corporation is Dissolved largely depends on how much stock, if any, has been issued and how much and what kind of debts and liabilities that the Maryland Corporation has.  If the Maryland Corporation has not commenced business then the MD Corporation Dissolution process is easier. What do I have to do before I Dissolve a Maryland Corporation? Things you need to do before you Dissolve a Maryland Corporation.   1. Hold a Directors meeting and record a resolution to Dissolve the Maryland Corporation   2. Hold a Shareholder meeting to approve Dissolution of the Maryland Corporation   3. File all required Annual Personal Property Returns with the Maryland Department of Assessments and Taxation   4. Clear up any business debt   5. Pay all taxes and administrative fees owed by the Maryland Corporation more... less... 1. Hold a Board of Directors meeting and record a resolution to Dissolve the Maryland Corporation If a Board of Directors has been appointed for the Maryland Corporation then the Board is required to adopt a resolution to Dissolve the MD Corporation. Minutes of the meeting must be recorded and retained in the business records. If the Board of Direcrtors has not been appointed then the Incorporator(s) have to apply for Dissolution of the Maryland Corporation. We can transcribe and compile minutes or approvals into a form that is legally recognized by the Maryland Department of Assessments and Taxation. 2. Hold a Shareholder meeting to approve Dissolution of the Maryland Corporation If a Maryland Corporation has issued shares of stock then a majority of Corporate Shareholders must approve the Dissolution plan. The approval actions should be documented and kept in the business records. If no shares have been issued then the Maryland Corporation Dissolution process is easier. If necessary, we can transcribe and compile minutes into a form that is legally recognized by the Maryland Department of Assessments and Taxation. 3. File all required Annual Personal Property Returns with the Maryland Department of Assessments and Taxation The Maryland Department of Assessments and Taxation will not approve the Dissolution of a MD Corporation until all required reports have been filed. We can file any required Annual Personal Property Return with the MD Department of Assessments and Taxation. 4. Clear up any business debts All creditors of a Maryland Corporation should be given notice of the pending Corporation Dissolution. Each creditor should be given a mailing address to which they may submit claims as well as a deadline by which claims may be submitted. While the Maryland Department of Assessments and Taxation does not legally require the publication of a Notice of Dissolution of a Maryland Corporation, publication is a good way to notify anyone who might have a claim against the Maryland Corporation.  Evidence of publication might prove useful down the line if someone makes a claim against the MD Corporation after the Maryland Corporation has been dissolved. 5. Pay all taxes and administrative fees owed by the Maryland Corporation The Maryland Department of Assessments and Taxation will definitely not approve the Dissolution of a Maryland Corporation until all outstanding taxes and applicable registration and administrative fees have been paid. less... What do I have to do after I Dissolve a Maryland Corporation? Things you have to do after you Incorporate in Maryland.   1. Distribute all remaining assets of the Maryland Corporation   2. Close all business bank accounts of the Maryland Corporation   3. Cancel all local business licenses and permits   4. File Form 966 with the IRS   5. Cancel the IRS account associated with the MD Corporation's Federal Tax ID (EIN) more... less... 1. Distribute all remaining assets of the Maryland Corporation If the Maryland Corporation has any remaining assets, these may be divided according to the Shareholders' ownership interests in the MD Corporation. All distributions to Corporate Shareholders must be reported to the IRS. 2. Close all business bank accounts of the Maryland Corporation If there are any business accounts that have been opened for the Maryland Corporation then those accounts must be closed. If Corporate business accounts are left open there may be liability and obligations of the Dissolved Maryland Corporation which could lead to legal problems. 3. Cancel all local business licenses and permits of the MD Corporation If the Maryland Corporation has obtained any state, regional, county or city business licenses or permits, each of those must be cancelled to avoid any reporting or fiscal obligations of the Maryland Corporation. This includes business registration licenses as well as reseller permits. 4. File IRS Form 966 All Dissolved Maryland Corporations must file IRS Form 966 with the US Internal Revenue Service. This filing is required within 30 days after the final Dissolution plan is approved. Filing IRS Form 966 lets the Federal Government know that the Maryland Corporation has been legally Dissolved so that it may take the appropriate actions. We can prepare IRS Form 966 for you to file. 5. Cancel the IRS account associated with the MD Corporation's Federal Tax ID (EIN) A Federal Tax ID, or Federal Employer Identification Number (EIN), is like the Social Security Number for the Maryland Corporation.  Once the IRS links an EIN to a Maryland Corporation, that EIN stays with the Maryland Corporation even after the Company has been Dissolved by the Maryland Department of Assessments and Taxation. When the IRS processes the final tax return for the Maryland Corporation, they automatically make the EIN inactive.  However, the account associated with the EIN is not automatically closed.  Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account, or with the IRS, in the future. If you should decide to revivie the Maryland Corporation down the line the IRS will reactivate the old EIN for your new Business. Before a Maryland Corporation can close an EIN account, it must be in Good Standing with the IRS.  The Maryland Corporation must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.  The Maryland Corporation cannot close its EIN account until the IRS has received payment for any tax amounts the Company may owe. We can prepare the formal documents which you can sign and submit to the IRS in order to close the account associated with your EIN. How long does it take to Dissolve a Maryland Corporation? The time it takes to Dissolve a Maryland Corporation varies depending on how long it takes to complete the actions that are required in each specific case - holding meetings, closing accounts, distributing assets, etc. Once the initial actions are completed, the Maryland Department of Assessments and Taxation usually takes around 7-8 weeks to process the Articles of Dissolution.    more... less... The time it takes to Dissolve a Maryland Corporation varies depending on how long it takes to complete the actions that are required in each specific case - holding meetings, closing accounts, distributing assets, etc. Once the initial actions are completed, the Maryland Department of Assessments and Taxation usually takes around 7-8 weeks to process the Articles of Dissolution. Processing times for Maryland Corporation Dissolution filings vary depending on the work load of the Department of Assessments and Taxation's staff.  We've found that normal processing of Maryland Dissolution filings takes the state around 7-8 weeks. PLEASE NOTE: WE CANNOT GUARANTEE MARYLAND DEPARTMENT OF ASSESSMENTS AND TAXATION PROCESSING TIMES. We are dependent on, and have no control over, the staff and systems of the Maryland Department of Assessments and Taxation . In our experience 7-8 weeks is the time it usually takes the Maryland Department of Assessments and Taxation to process a Maryland Dissolution filing. We get your Maryland Corporation Dissolution filing to the MD Department of Assessments and Taxation ASAP. Once it is at the state we have no control over the Maryland Dissolution approval process. How much does it cost to Dissolve a Corporation in Maryland? The total cost to Dissolve a Maryland Corporation varies depending on exactly what is required for each specific MD Dissolution. We charge $249.00 plus any state fees for our Maryland Corporation Dissolution services. This includes: Same day processing Transcribe minutes of Board of Directors meeting which proposes Dissolution Transcribe minutes of Shareholders meeting at which Dissolution was approved Prepare and file Articles of Dissolution with the Maryland Secretary of State Prepare US IRS Form 966 for you to sign and file Prepare documents to cancel Federal EIN account Certified copy of Dissolution filing from MD Secretary of State Priority Mail Delivery of all documents Unlimited Customer Support We also offer these Maryland Corporation Dissolution services separately as explained on the right side of this web page. What do I have to do if I want to Dissolve a Foreign Corporation that is tied to a MD Domestic Corporation? If there are Foreign Corporations in states other than Maryland that are tied to the Domestic Maryland Corporation then each of those Foreign Corporations must be Dissolved before the Maryland Corporation is legally Dissolved. How long before someone can use my Corporation name in Maryland after I Dissolve? A Maryland Corporation company name becomes available for anyone to use when the MD Corporation is Dissolved by the Maryland Department of Assessments and Taxation. There are no Corporation company name protections in Maryland once a MD Corporation has been Dissolved by the Maryland Department of Assessments and Taxation. Do I have to publish a Notice of Dissolution of the Maryland Corporation? There are no state of Maryland requirements for the publication of a Notice of Dissolution of a Maryland Corporation. While the Maryland Department of Assessments and Taxation does not legally require the publication of a Notice of Dissolution of a Maryland Corporation, publication is a good way to notify anyone who might have a claim against the Maryland Corporation.  Evidence of publication might prove useful down the line if someone makes a claim against the MD Corporation after the Maryland Corporation has been dissolved.	MARYLAND CORPORATION DISSOLUTION SERVICES For $249.00 our Maryland Corporation Dissolution Services include: Same day processing explain We will start processing your application for a Maryland Corporation Dissolution on the same day that you submit your order.  We get your MD Corporation Dissolution filing to the Maryland Department of Assessments and Taxation as fast as possible.  Once they get the application, the MD Department of Assessments and Taxation usually takes 7-8 weeks to process a Maryland Corporation Dissolution filing. Transcribe minutes of Board of Directors meeting which proposes Dissolution Transcribe minutes of Shareholders meeting at which Dissolution was approved Prepare and file Articles of Dissolution with the Maryland Department of Assessments and Taxation Prepare US IRS Form 966 for you to sign and file Prepare documents to cancel the Federal EIN account linked to the Maryland Corporation Certified copy of Dissolution filing from MD Department of Assessments and Taxation Priority Mail Delivery of all documents Unlimited Customer Support A LA CARTE MARYLAND DISSOLUTION SERVICES If you don't need our complete Maryland Corporation Dissolution package we offer our Dissolution services separately check the box next to any option, price will be calculated automatically Transcribe Board meeting minutes - $75.00   explain If a Board of Directors has been appointed for the Maryland Corporation then the Board is required to adopt a resolution to Dissolve the MD Corporation. Minutes of the meeting must be recorded and retained in the business records. We will transcribe the minutes of the Board meeting into a format that is legally acceptable in the state of Maryland. We will also compile a formal resolution to Dissolve the Maryland Corporation for your records. Transcribe Shareholder meeting minutes - $75.00   explain If a Maryland Corporation has issued shares of stock then a majority of Corporate Shareholders must approve the Dissolution plan. The approval actions should be documented and kept in the business records. We will transcribe the minutes of the Shareholder meeting into a format that is legally acceptable in the state of Maryland. Prepare and file Articles of Dissolution - $75.00   explain As soon as the preliminary Maryland Corporation Dissolution actions are completed we will prepare and file the Articles of Dissolution with the Maryland Department of Assessments and Taxation in the quickest way possible Prepare IRS Form 966 - $65.00   explain All Dissolved Maryland Corporations must file IRS Form 966 with the US Internal Revenue Service. This filing is required within 30 days after the final Dissolution plan is approved. Filing IRS Form 966 lets the Federal Government know that the Maryland Corporation has been legally Dissolved. We will prepare IRS Form 966 for you to file. Prepare EIN cancellation documents - $65.00   explain A Federal Tax ID, or Federal Employer Identification Number (EIN), is like the Social Security Number for the Maryland Corporation.  Once the IRS links an EIN to a Maryland Corporation, that EIN stays with the Maryland Corporation even after the Company has been Dissolved by the Maryland Department of Assessments and Taxation. When the IRS processes the final tax return for the Maryland Corporation, they automatically make the EIN inactive.  However, the account associated with the EIN is not automatically closed by the IRS.  Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account - or with the IRS - in the future. We will prepare formal documents to get your Maryland Corporation's EIN account closed as quickly as possible. Processing fees $249.00 Maryland Dissolution fees $205.00 Optional services $0.00 Total cost $454.00 OUR ADVANTAGE We start processing your Maryland Corporation Dissolution order as soon as it arrives. We get your documents to the Maryland Department of Assessments and Taxation in the quickest possible way.  We guarantee our work.  If you're not satisfied with our Maryland Dissolution services we will refund 100% of your processing fees. We've been helping Corporations legally Dissolve in Maryland for over ten years.  Our A+ BBB rating speaks for itself! 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