The Department may not accept for record any charter document of a Maryland corporation which does not conform with law. However, any document which purports to be acknowledged may be treated by the Department as properly acknowledged. If the Department does not accept a charter document for record, the Department shall notify the person who filed the document of the rejection and the reason for the rejection. If a corrected charter document is refiled and accepted by the Department for record within 30 days after the Department’s mailing of the notice of the rejection, the Department shall accept for record the corrected charter document as of the date the rejected charter document was originally filed. The Department may not accept for record or filing any charter document, qualification, registration, change of resident agent or principal office, report, service of process or notice, or other document until all required recording, filing, organization and capitalization, and other special fees have been paid to the Department. The Department may accept documents that are filed for record by electronic transmission. Documents filed for record by electronic transmission are subject to the regular filing fees and expedited processing fees provided in § 1–203 of this subtitle. On payment of the regular processing fee and, if applicable, expedited processing fee provided in § 1–203 of this subtitle, the Department may accept for preclearance any document or draft of any document listed in § 1–203(b)(1) or (4) of this subtitle. The Department may adopt regulations to administer the preclearance process.

A person may not cause to be recorded under this subtitle a governing document or charter document of an entity that the person knows: Is not authorized by at least one individual whose name is included in the entity name; or Does not otherwise conform to State law. A person who believes that a governing document or charter document was recorded in violation of subsection (a) of this section may submit to the Department an affidavit stating the factual basis for the person’s belief. If the Department receives an affidavit from a person under paragraph (1) of this subsection, the Department shall send to the resident agent of the entity for which the governing document or charter document was filed for recordation a notice that: Includes a copy of the governing document or charter document; Indicates the Department identification number associated with the entity; States the prohibition under subsection (a) of this section; States that the Department has reason to believe that the governing document or charter document has been filed for recordation in violation of subsection (a) of this section and describes the factual basis for that belief; and Advises that the governing document or charter document may be voided by the Department unless, within 45 days after the notice is sent by the Department, the resident agent or other authorized person submits to the Department an affidavit that: States the resident agent’s or other authorized person’s belief that the governing document or charter document does not violate subsection (a) of this section; and Provides the factual basis for that belief. The notice required under this subsection shall be sent by certified mail, return receipt requested, and by first–class mail, to the entity’s resident agent at the address provided for the resident agent in the governing document or charter document. The Department shall adopt by regulation and make available forms of the affidavits that must be used for the purposes described in subsection (b)(1) and (b)(2)(v) of this section. The forms shall require that the affidavits be sworn under the penalties of perjury. The Department may void a governing document or charter document after the expiration of the 45–day period specified in the notice required under subsection (b)(2)(v) of this section if the Department does not receive from the entity’s resident agent or other authorized person an affidavit that: States the resident agent’s or other authorized person’s belief that the governing document or charter document does not violate subsection (a) of this section; and Provides the factual basis for that belief. If the Department voids a governing document or charter document under this subsection, the Department promptly shall send notice of the voiding to all persons who submitted affidavits in accordance with subsection (b)(1) of this section. If the Department receives an affidavit in response to the notice sent by the Department under subsection (b)(2) of this section, the Department shall send a notice stating that the Department will take no further action unless a court of competent jurisdiction orders the Department to take further action. The notice required under paragraph (1) of this subsection shall be sent in the same manner required for the notice sent under subsection (b)(2)(v) of this section to: The person who filed the affidavit described in subsection (b)(1) of this section; and The entity’s resident agent. A person who disagrees with a determination made by the Department under subsection (e)(1) of this section may file a petition in the circuit court for the county in which the person resides or in which the resident agent is located, seeking a determination of the validity of the governing document or charter document. The Department may not be joined as a party to a proceeding under this subsection. If the court determines that the governing document or charter document was recorded in violation of subsection (a) of this section: The court shall order that the recorded governing document or charter document be voided; and The prevailing party shall provide a copy of the order to the Department. On receipt of a court order requiring voiding of a recorded governing document or charter document, the Department shall: Void the governing document or charter document; and File a record indicating that the governing document or charter document was voided in accordance with a court order. The court may award to the prevailing party in a proceeding under this subsection: Damages sustained by the prevailing party; and Reasonable attorney’s fees and costs. The Department may not: Charge a fee to carry out its obligations under this section, including for the sending of any notices required under this section; or Refund any fee paid for recording a governing document or charter document voided under this section. The Department may adopt regulations to carry out this section.

In this section the following words have the meanings indicated. “Address” means an address appearing on a governing document, charter, or other document filed for inclusion in the Department’s records. “Owner” means any person listed as an owner of real property in the Department’s records. A person may not use or maintain an improper or outdated: Principal office address; Resident agent address; or Mailing address. An owner who believes that the owner’s address is being used or maintained in violation of subsection (b) of this section may submit to the Department an affidavit stating the factual basis for that belief. On receipt of an affidavit under paragraph (1) of this subsection, the Department shall send to the person using or maintaining the disputed address a notice that: Includes any address in question; Indicates any Department identification number associated with the person; States the prohibition under subsection (b) of this section; States that the Department has reason to believe that the address is being used improperly or in an outdated manner and describes the factual basis for that belief; and Advises that the address may be stricken from the Department’s records unless, within 45 days after the notice was sent by the Department, the person submits to the Department an affidavit that: States the person’s belief that the address does not violate subsection (b) of this section; and Provides the factual basis for that belief. An affidavit submitted under this subsection shall be sworn under penalty of perjury and made on a form adopted by the Department. The notice required under this subsection shall be sent by certified mail, return receipt requested, to the person at: Any address in the Department’s records other than the disputed address; or In the absence of any other address, the disputed address. The Department may void an address and place an entity in not–in–good–standing status if the Department does not receive from the entity’s resident agent or other authorized person an affidavit described under subsection (c)(2)(v) of this section within the stated 45–day period. If the Department receives a completed affidavit that disputes the alleged fraud in response to the notice sent by the Department in accordance with subsection (c)(2)(v) of this section, the Department shall send a notice stating that the Department will take no further action unless ordered to do so by a court of competent jurisdiction. The notice required under paragraph (1) of this subsection shall be sent by certified mail, return receipt requested, to: The person who filed the affidavit described in subsection (c) of this section; and The entity’s resident agent. A person who disagrees with a determination made by the Department under subsection (d) of this section may file a petition in the circuit court for the county in which the person resides or in which the resident agent is located seeking a determination of the validity of the governing document, charter, or other document. The Department may not be joined as a party to a proceeding under this subsection. If the court determines that the address is being used in violation of this section: The court shall order that the address be voided; and The prevailing party shall provide a copy of the order to the Department. On receipt of a court order requiring the voiding of an address, the Department shall: Void the address; and File a record indicating that the address was voided in accordance with a court order. The court may award to the prevailing party in a proceeding under this subsection: Damages sustained by the prevailing party; and Reasonable attorney’s fees and costs. The Department may not: Charge a fee to carry out its obligations under this section, including for the sending of any notices required under this section; or Refund any fee paid for recording a document or entity voided under this section.

When the Department accepts for record any charter document or any document designating or changing the name or address of a resident agent or principal office of a Maryland corporation, the Department shall: Endorse on the document its acceptance for record and the date and time of acceptance; Record promptly the document with its corporate records; and Send an acknowledgment to the corporation, its attorney, or its agent stating the date and time that the document was accepted for record.

In addition to any organization and capitalization fee required under § 1–204 of this subtitle, subject to subsection (c) of this section, the Department shall collect the fees specified in subsection (b) of this section. Except as provided in paragraph (10) of this subsection, for each of the following documents, the nonrefundable processing fee is $100: Document Articles of incorporation Articles of amendment Articles of extension Articles of restatement of charter Articles of amendment and restatement Articles supplementary Articles of share exchange Articles of consolidation or merger Articles of revival for stock corporation Articles of revival for nonstock corporation Articles of conversion Articles of validation For each of the following documents, the nonrefundable processing fee is as indicated: Notice of change of address of principal office..................$25 Notice of change of name or address of resident agent............................................................................................................................$25, up to a maximum of $30,000 for a bulk filing Certificate of correction….………………………………….$25 Except as provided in paragraph (14) of this subsection, any other documents……………...…………….……………..........................................$25 For each of the following documents which are filed but not recorded, the nonrefundable processing fee is as indicated: Reservation of a corporate, limited partnership, limited liability partnership, limited liability company, or limited worker cooperative association name……………………………………………………………………………………...…...$25 Original registration of name of a foreign corporation to end of calendar year…………………………………………………………………………………………..$100 Renewal of registration of name of a foreign corporation for 1 calendar year…………………………………………………………………………………………..$100 Documents in connection with the qualification of a foreign corporation to do intrastate business in this State……………………………………………………....…$100 Application for registration of a foreign limited partnership, a foreign limited liability partnership, or a foreign limited liability company………………………....$100 Other documents……………………………………………………………………...$6 Except as provided in paragraph (13) of this subsection, for each of the following documents which are filed but not recorded, the filing fee is as indicated: Annual report of a Maryland corporation, except a charitable or benevolent institution, nonstock corporation, savings and loan corporation, credit union, family farm, and banking institution……………………………………………………………$300 Annual report of a foreign corporation subject to the jurisdiction of this State, except a national banking association, savings and loan association, credit union, nonstock corporation, and charitable and benevolent institution…………………..$300 Annual report of a Maryland savings and loan association, banking institution, or credit union or of a foreign savings and loan association, national banking association, or credit union that is subject to the jurisdiction of this State………...$300 Annual report of a Maryland limited liability company, limited liability partnership, limited partnership, or limited worker cooperative association, or of a foreign limited liability company, foreign limited liability partnership, or foreign limited partnership, except a family farm……………………………………………..$300 Annual report of a business trust………………………………………….…….$300 Annual report of a real estate investment trust or foreign statutory trust doing business in this State………………………………………………………………………$300 Annual report of a family farm……………………………………………...……$100 For each of the following documents recorded or filed the nonrefundable processing fee is $100: Certificate of limited partnership, certificate of limited liability partnership, articles of organization of a limited liability company, articles of organization of a limited worker cooperative association, certificate of trust of a business trust, including certificates of amendment, certificates of reinstatement, and articles of reinstatement; and Any statement filed by a partnership under Title 9A of this article. For issuing each of the following certificates, the nonrefundable processing fee is as indicated: Type of Instrument     Special Fee Certificate of status of a corporation, partnership, limited partnership, limited liability partnership, limited liability company, or limited worker cooperative association of this State or of a foreign corporation, foreign partnership, foreign limited partnership, foreign limited liability partnership, or foreign limited liability company……..………………........................................................................................$20 Certified list of the charter papers of a corporation of this State or any certificates of a limited partnership, limited liability partnership, limited liability company, or limited worker cooperative association of this State recorded or filed with the Department…………………………………………………………………………...…$20 Certificate of compliance by a foreign corporation, foreign limited partnership, foreign limited liability partnership, or foreign limited liability company with requirements of law in respect of qualification or registration……………………....$20 Certificate of withdrawal of registration or qualification...…….……….….…$20 Certificate of any paper recorded or filed in the Department’s office………...$20 For a duplicate of a certificate mentioned in paragraph (5) of this subsection which is issued at the same time as the original, the fee is $1, and for a nonelectronic copy of any other paper recorded or filed with the Department, the fee is $1 per page. For acceptance of service of process or notice on the Department, the Department shall charge a fee of $50. Each county and Baltimore City is exempt from the fee under subparagraph (i) of this paragraph. Subject to § 1–203.2(c) of this subtitle, for processing each of the following documents on an expedited basis, the additional fee is as indicated: Recording any document, including financing statements, or submitting for preclearance any document listed in paragraph (1) or (4) of this subsection, if processing under § 1–203.2(b)(1) of this subtitle is requested..................................$425 Recording any document, including financing statements, or submitting for preclearance any document listed in paragraph (1) or (4) of this subsection, if processing under § 1–203.2(b)(1) of this subtitle is not requested……….…….........$50 Certificate of status of a corporation, partnership, limited partnership, limited liability partnership, limited liability company, or limited worker cooperative association, or a name reservation………………………………………………….…....$20 Certified list of the charter documents of a Maryland corporation or any certificate of a Maryland limited partnership, limited liability partnership, limited liability company, or limited worker cooperative association recorded or filed with the Department..................................................................................................................$20 A copy of any document recorded or filed with the Department, or a corporate abstract…………………………….................................................................................$20 Application for a ground rent redemption or a ground rent extinguishment, or payment of a redemption or extinguishment amount to the former owner of the ground rent………………………..................................................................................$50 A nonrefundable processing fee for a request by paper document for an extension of the date for submitting an annual report under § 14–704 of the Tax – Property Article is $20. A nonrefundable processing fee for articles of incorporation of a nonstock corporation that is organized to operate as a nonprofit entity under § 501(c)(3), (4), or (6) of the Internal Revenue Code is $150. A fee for the nonpayment of a check or other negotiable instrument that was presented to the Department as payment for any of the other fees imposed under this section is $30. A nonrefundable processing fee for preclearance of a document or draft of a document listed in paragraph (1) or (4) of this subsection is $275. Beginning in fiscal year 2022, the Department shall waive the filing fee for a business entity described under paragraph (3)(ii) of this subsection for each year that the entity provides evidence to the Department that: The entity is required to comply with and is in compliance with Title 12 of the Labor and Employment Article; or The entity otherwise provides an employer–offered savings arrangement, as defined in § 12–101(e) of the Labor and Employment Article, that is in compliance with federal law. Beginning in fiscal year 2027, the Department shall waive the filing fee for a business entity described under paragraph (3)(ii) of this subsection for each year that the entity provides evidence to the Department that the entity: Has located within a Regional Institution Strategic Enterprise zone that is designated under Title 10, Subtitle 1 of the Economic Development Article within 3 years of the date by which the filing fee is due; and Is in an eligible technology sector described under § 10–151 of the Economic Development Article. There is no processing fee for documents filed to dissolve, cancel, or terminate an entity under this subsection. For each fee identified under subsection (b) of this section as nonrefundable, the Department shall adopt regulations to specify the conditions under which the fee shall be nonrefundable and the conditions under which the fee may be applied to a resubmission of a document for filing, recording, or processing. The fees collected under subsection (b)(8) and (12) of this section shall be credited to the fund established under § 1–203.3 of this subtitle. Of the $150 collected under subsection (b)(10) of this section, $50 shall be credited to the Maryland Nonprofit Development Center Program Fund established under § 5–1204 of the Economic Development Article.

With the exception of the recording fee to be paid when the Department accepts articles of incorporation for record, a volunteer fire company or volunteer rescue squad incorporated in this State is not subject to any of the recording, filing, or special fees enumerated in § 1–203 of this subtitle. A qualified business entity that is a new business entity in a Tier I area, as defined under the More Jobs for Marylanders Program established under Title 6, Subtitle 8 of the Economic Development Article, is not subject to the fees enumerated in § 1–203 of this subtitle if the qualified business entity received a certificate under § 6–805 of the Economic Development Article before June 1, 2022.

On payment of the fee provided in § 1–203(b)(8) of this subtitle, the Department shall process documents on an expedited basis as provided in subsection (b) of this section. Subject to subsection (c) of this section, the Department shall: Process documents filed with the Department at least 2 hours before the Department’s close of business within 2 hours after the documents are received; and To the extent practicable, process all other documents on the same day that the documents are received. The Department shall adopt regulations governing the manner of filing and processing of documents on an expedited basis, including reasonable limitations on filing documents of unusual volume or length. The Department may: Adopt regulations establishing: Expedited document processing tiers; or Additional methods of expedited document processing; and Charge reasonable fees for services provided in accordance with this paragraph.

There is a continuing, nonlapsing fund that is not subject to § 7–302 of the State Finance and Procurement Article. Subject to the appropriation process in the State budget, the Department shall use the fund: For the costs of reviewing, processing, and auditing documents filed or requested under this article or other articles of the Code; To pay redemption or extinguishment amounts to former owners of ground rents redeemed or extinguished in accordance with § 8–804 of the Real Property Article; and Subject to paragraph (2) of this subsection, for other costs incurred by the Department to administer the provisions of this article. Except as provided in paragraph (3) of this subsection, for fiscal year 2015 and each fiscal year thereafter, the Department may not use the fund to pay more than 15% of the administrative expenses of the Office of the Director of the Department. For fiscal years 2026 and 2027 only, up to $11,000,000 of the fund may be used each year for general operating costs by the Department. The State Treasurer shall hold and the State Comptroller shall account for the fund. The fund shall be invested and reinvested in the same manner as other State funds. Investment earnings shall accrue to the benefit of the fund.

In this section the following words have the meanings indicated. “Aggregate par value of capital stock” means the sum of the total par value of all classes of stock. “Corporation” includes a joint stock company. “Total par value of a class of capital stock” means: For a class of capital stock having par value, the par value per share of stock in the class times the number of authorized shares in the class; or For a class of capital stock not having par value, $20 times the number of authorized shares in the class. There is an organization and capitalization fee imposed on: The aggregate par value of capital stock of a Maryland corporation that incorporates; An increase of the aggregate par value of capital stock of a Maryland corporation; A consolidation of corporations that results in a Maryland successor corporation that has an aggregate par value of capital stock that exceeds the aggregate par value of the consolidating corporations; A merger of corporations if the successor corporation has an aggregate par value that exceeds the aggregate par value of capital stock of the merging corporations; or The incorporation of: A Maryland corporation that does not have any capital stock; A savings and loan association; or A credit union. Except as otherwise provided in this section, the organization and capitalization fee is as provided in the following schedule: Aggregate Par Value of Capital Stock        Fee Not over $100,000                    $20 Over $100,000 but not over $1,000,000        $20, plus $1 for each $5,000 or fractional part of $5,000 that exceeds $100,000 Over $1,000,000 but not over $2,000,000    $200, plus $10 for each $100,000 or fractional part of $100,000 that exceeds $1,000,000 Over $2,000,000 but not over $5,000,000    $300, plus $15 for each $500,000 or fractional part of $500,000 that exceeds $2,000,000 Over $5,000,000                    $390, plus $20 for each $1,000,000 or fractional part of $1,000,000 that exceeds $5,000,000 The organization and capitalization fee is $20 for the incorporation of: A Maryland corporation that does not have any capital stock; A savings and loan association; or A credit union. Except as otherwise provided in this subsection, the organization and capitalization fee for an increase in aggregate par value of capital stock is the fee computed on the aggregate par value including the proposed increase less the fee computed on the aggregate par value excluding the proposed increase. Except as provided in paragraph (3) of this subsection, the organization and capitalization fee on an increase in aggregate par value of capital stock of a railroad corporation that is incorporated under the laws of this State and any other state is computed by multiplying the fee computed under paragraph (1) of this subsection by the proportion of the total track mileage of the railroad corporation in this State to the total track mileage of the railroad corporation. The minimum organization and capitalization fee on an increase in aggregate par value is $20. Except as otherwise provided in this subsection, the organization and capitalization fee for the consolidation of existing corporations to form a Maryland successor corporation is the fee computed on the aggregate par value of capital stock of the successor corporation less the fee computed on the combined aggregate par value of capital stock of the consolidating corporations. If there is an increase in the aggregate par value as computed under paragraph (1) of this subsection, the minimum organization and capitalization fee due on a consolidation is $20. Except as otherwise provided in this subsection, the organization and capitalization fee for the merger of existing corporations is the fee computed on the aggregate par value of capital stock of the successor corporation less the fee computed on the combined aggregate par value of capital stock of the merging corporations. If there is an increase in the aggregate par value as computed under paragraph (1) of this subsection, the minimum organization and capitalization fee due on a merger is $20. The organization and capitalization fee required by this section shall be paid to the Department before the Department may accept for record any charter document that requires an organization and capitalization fee. The Department shall give the Comptroller a monthly account of the organization and capitalization fees that the Department receives. The Department shall pay any organization and capitalization fees collected under this title into the General Fund of this State.

The Department may refuse to accept for record or filing any charter document of a Maryland corporation, unless the original or a certified copy of all prior charter documents not previously recorded or filed are delivered to the Department for record, together with any affidavit or certificate of completeness required by the Department.

Unless otherwise provided in this article, all charter documents are effective when accepted for recording or filing by the Department. Except in a proceeding by the State for the forfeiture of a charter or in a proceeding by the State or any of its political subdivisions for the enforcement of any other right or remedy, the acceptance for record or filing of any charter document by the Department is conclusive evidence of the payment of all recording, filing, and special fees and of all bonus and other taxes payable by law. A certified copy of the articles of incorporation, certificate of incorporation, or other instrument by which a corporation was formed, from the records of the Department or the Secretary of State, is evidence of the existence of the corporation and of its right to exercise the powers mentioned in the document. A certified copy of any other charter document from these records is evidence of the facts and corporate action required to be stated in the document.

If any charter document or other corporate document filed with the Department under Titles 1 through 5 or Title 8 of this article contains any typographical error, error of transcription, or other error or has been defectively executed, the document may be corrected by the filing of a certificate of correction. A certificate of correction shall set forth: The title of the document being corrected; The name of each party to the document being corrected; The date that the document being corrected was filed; and The provision in the document as previously filed and as corrected and, if execution of the document was defective, the manner in which it was defective. A certificate of correction may not: Alter the wording of any resolution which was adopted by the board of directors, the board of trustees, the stockholders, or the shareholders of a party to the document being corrected; or Make any other change or amendment which would not have complied in all respects with the requirements of this article at the time the document being corrected was filed. Except as provided in paragraph (2) of this subsection, a certificate of correction shall be executed in the same manner in which the document being corrected is required to be executed at the time of the filing of the certificate of correction. A certificate of correction to articles of incorporation shall be executed by the incorporator or in the manner provided in § 1-301 of this title. A certificate of correction may not: Change the effective date of the document being corrected; or Affect any right or liability accrued or incurred before its filing, except that any right or liability accrued or incurred by reason of the error or defect being corrected shall be extinguished by the filing if the person having the right has not detrimentally relied on the original document.

A corporation may file a certificate of notice for record with the Department. A certificate of notice may describe: An action by the corporation, its board of directors, or its stockholders; The occurrence of or change to facts ascertainable outside of the charter, as defined in § 2-105(b) of this article; The expiration of the period of existence of the corporation in accordance with § 3-519 of this article; or Any other information that the corporation determines should be disclosed. A certificate of notice may not: Amend, supplement, or correct the charter of the corporation in any manner; or Affect any rights or liabilities of stockholders, whether or not accrued or incurred before the certificate of notice is filed. A certificate of notice is not a part of the charter of a corporation. A director of a corporation is not required to authorize or direct the filing of a certificate of notice. A corporation is not required to file a certificate of notice for any purpose, including to indicate that there has been a change to the facts or information contained in a previously filed certificate of notice. A certificate of notice shall be executed in the manner required for charter documents by § 1-301 of this title.

Notwithstanding any other provision of this title, an entity that is required to have a resident agent may not designate a person as a resident agent without first obtaining the person’s written consent. Unless waived by the Department, an entity shall file a resident agent’s written consent with the Department. The consent shall be effective on acceptance by the Department. If the filing of a resident agent’s written consent is waived by the Department, an entity shall: Certify to the Department that the written consent of the resident agent has been obtained; Maintain a copy of the written consent in its records; and Provide a copy of the written consent to the Department on request. The consent shall be effective on certification to the Department that the consent has been obtained. Subsections (a) and (b) of this section do not apply to resident agents designated before October 1, 1998. A person designated a resident agent may resign without paying the fee under § 1–203(b)(2) of this subtitle.

In this section, “family farm” means an entity that: Is a domestic entity; Owns, or within 1 year after filing articles of incorporation, articles of organization, or a certificate of partnership, will own or take control of property that qualifies for agricultural use assessment under § 8-209 of the Tax - Property Article; and Owns only agriculturally or residentially assessed real property and personal property that is used for agricultural purposes; or Owns only personal property that is used for agricultural or agricultural marketing purposes; Is controlled, managed, and operated by: One individual who has an equity interest in the entity; or Two or more individuals who have an equity interest in the entity and who share its assets and earnings; Is declared in a charter provision to be a family farm; and Has no assets other than those described in item (2) of this subsection. Within 1 year after selling all of the property described in subsection (a)(2) of this section, an individual shall file a charter amendment stating that the entity is no longer a family farm.