The process of Legally Closing a Corporation in Maryland is called Dissolution.  After a Maryland Corporation has been Dissolved, it ceases to be Legally Active in the Maryland Department of Assessments and Taxation's records and may no longer Legally conduct business in the state of Maryland.

A Maryland Corporation is created when the MD Department of Assessments and Taxation approves the Formation Documents - 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 Department of Assessments and Taxation 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.

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 a Maryland Corporation does not file its required reports or pay its tax obligations, then that MD Corporation could be responsible for penalties which compound as time goes by.

Unless you Dissolve (Legally Close) your Maryland Corporation with the Maryland Department of Assessments and Taxation that MD Corporation will be responsible for all recurring fees and penalties until the company has been legally closed.

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. 

When a Maryland Corporation is originally created, the Organizers may create Bylaws that define how the Corporation will be run.  The Bylaws may include pretty much anything that has to do with running the Corporation, including specific requirements which need to be followed before the Corporation may be Legally Closed.  Before you do anything else, you should review the Bylaws for anything that needs to be done before the Business is Legally Closed.

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.

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.  There should be a majority of Board Members who vote Yes to Legally Close the company.  A formal date on which the Corporation will be closed should be specified.  Minutes of the meeting should be recorded and retained in the business records.  If the Board of Directors has not been appointed then the Incorporator(s) have to apply for Dissolution of the Maryland Corporation.
   
   We can transcribe and compile any 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 meeting of the Shareholders (owners) must be held and recorded. 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 administrative reports have been filed.
   
   We can file any requiredAnnual Personal Property Returns 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.

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)
6. Keep Records of all Pertinent Business Documents

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.  Refer to the Corporation Bylaws for specific requirements, if any, for asset distribution.
   
   
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 any 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, there may be cancellation requirements associated with those licenses or permits.  Each of those must be cancelled to avoid any reporting or fiscal obligations the Maryland Corporation may have.  This includes business registration licenses as well as reseller permits.
   
   
4. File IRS Form 966
   
   A Dissolved Maryland Corporations may be required to 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 a 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 revive 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.
   
   
6. Keep Records of all Pertinent Business Documents
   
   In order to avoid problems down the line, you should keep copies of all tax filings, contracts and employment records on file as well as Certified Copies of all company documents filed with the Secretary of State.  This includes your Formation Documents - your original Articles of Incorporation and any Amendments - and all Dissolution douments.

You notify the IRS that your Maryland Corporation has been Closed on the final tax return that is filed for your Business. 

If you have employees and file taxes quarterly with IRS Form 941, Employers Quarterly Tax Return, check the appropriate box on that form to let the IRS know that your Corporation has Closed.  If you file yearly taxes do the same on IRS Form 944, Employers Yearly Tax Return. You should also attach a statement to the return showing the name of the person keeping the payroll records and the address where those records will be retained.

When you opened your Maryland Corporation you most likely were assigned a Federal Employer Identification Number (EIN).  Once the IRS links an EIN to a Corporation, that EIN stays with the Corporation even after the Company has been Dissolved.  If you don't plan to reopen your Maryland Corporation after it has been Closed, you should cancel the EIN account that has been assigned to your Company.

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.

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 as soon as possible after we receive your order. Once it is at the state we have no control over the Maryland Dissolution approval process.

The total cost to Dissolve a Maryland Corporation varies depending on exactly what is required for each specific MD Dissolution. We charge $249 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 Department of Assessments and Taxation
• 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 Department of Assessments and Taxation
• Priority Mail Delivery of all documents
• Unlimited Customer Support

We also offer these Maryland Corporation Dissolution services separately as explained below.

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 can be legally Dissolved.

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.

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.