Maryland Corporation Dissolution
Maryland corporation dissolution is the process of ending your company and you will need to file the correct documents with the state and pay certain fees.3 min read
2. Completing Your Articles of Dissolution
3. Winding Up Corporate Business
Maryland corporation dissolution is the process of ending your company. If you wish to dissolve your corporation, you will need to file the correct documents with the state and pay certain fees. You may also need to notify your creditors that your corporation is coming to an end.
Maryland Dissolution Requirements
When you're ready to dissolve your corporation in Maryland, you will need to draft and file Articles of Dissolution. Your company will not end until you have filed this document with the Department of Assessments and Taxation. In addition to the Articles of Dissolution, you should file all of your company's personal property reports, including the most recent report. When submitting your dissolution articles, you will also need to pay a $100 filing fee.
In some circumstances, you will not need to file your personal property reports. If you file your Articles after the first of the year but before April 15, you don't need to file property reports if your company did not own any assets and you either provide a notarized affidavit stating this fact or transfer all of your corporation's assets before the dissolution of your company.
If you file your Articles after April 15 but before June 30, you must submit your most recent personal property report. You may not need to pay taxes for the report if your company did not own property on January 1 or if all property was transferred before dissolution. Your method for paying your filing fees will depend on how you have submitted your Articles of Dissolution. You must pay by check when mailing your Articles. Filing in person means you can pay with cash, a check, or a money order.
You must notify your known creditors of the dissolution of your corporation. You should send notification no later than 20 days before filing your Articles. The Department of Revenue does not need to approve your dissolution, but the Department of Assessments and Taxation may reject the dissolution if you fail to file your required personal property reports. Generally, your Articles of Dissolution will get processed within eight weeks. You can request expedited processing, which takes seven business days.
Completing Your Articles of Dissolution
When drafting your Articles of Dissolution, you should be sure to prepare this document using plain white paper. Your Articles should include the following information:
- Your Maryland corporation's name.
- The principal office address, which should be a physical street address and not a post office box.
- Your registered agent's contact information. Your agent should continue their role until your company has been dissolved for one year or until completion of all your business affairs.
- The contact information of corporate directors.
- The contact information and titles of corporate officers.
- A statement that a vote of your shareholders and board of directors approved the dissolution.
- A statement that you have notified creditors of the dissolution or that you don't know of any creditors.
- A statement that the corporation is dissolved.
- Any other provisions that you feel you need to include to complete the dissolution.
Winding Up Corporate Business
After filing your Articles of Dissolution, you still have a little more work to do. Your corporate entity will not completely end until you have completed any remaining business tasks. Completing these tasks is commonly called "winding up" your corporation. Typically, your board of directors will appoint a corporate officer to handle these responsibilities.
In Maryland, there are several different tasks that you will need to complete to wind up your company. First, you will need to complete any outstanding corporate contracts. Next, you should sell your corporation's remaining assets. You can sell these assets either publicly or privately. Third, you should file any lawsuits your company needs and deal with any lawsuits filed against your corporation.
Now, if there are any remaining corporate assets, you should collect these assets and distribute them based on the rules in your bylaws. Assets should first be used to settle any outstanding company debts and should then be allocated to stockholders if any assets remain. There are certain rules that you will need to follow when distributing assets to your corporate stockholders. For instance, before a stockholder can receive assets, they will usually need to provide proof of their interest in the company.
If you need help with Maryland corporation dissolution, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.