# COMAR Title 18 — Department of Assessments and Taxation

## Subtitle 04 — Business Organizations

### Chapter 12 — Annual Reports

**Authority:** Tax-Property Article, §§2-201 and 11-101, Annotated Code of Maryland

**Administrative History:** Effective date: December 12, 2022 (49:25 Md. R. 1051)

#### Regulation .01 Definitions.

*COMAR 18.04.12.01*

A. In this chapter, the following terms have the meanings indicated.

B. Terms Defined.

  (1) “Accept” has the meaning set forth in COMAR 18.04.07.

  (2) “Annual report” means the report required by Tax-Property Article, §11-101, Annotated Code of Maryland.

  (3) “Converted entity” means the entity resulting after a conversion.

  (4) “Converting entity” means an entity that initiates a conversion.

  (5) “Current year” means the calendar year in which conversion or merger documents are presented to the Department for filing or recordation.

  (6) “Documents evidencing a conversion” include:

    (a) A certificate filed by a foreign unincorporated entity registered to do business in Maryland to correct or terminate the entity’s registration due to a conversion; or

    (b) A certified statement of fact or other evidence of a conversion issued by the keeper of corporate records for the home jurisdiction of a foreign entity registered or qualified to do business in Maryland.

  (7) “Documents evidencing a merger” include:

    (a) A certificate filed by a foreign unincorporated entity registered to do business in Maryland to correct or terminate the entity’s registration due to a merger; or

    (b) A certified statement of fact or other evidence of a merger issued by the keeper of corporate records for the home jurisdiction of a foreign entity registered or qualified to do business in Maryland.

  (8) “Effective date of filing” has the meaning referenced in Corporations and Associations Article, §1-206, Annotated Code of Maryland, and COMAR 18.04.07, unless otherwise provided by Maryland law.

  (9) “Foreign corporation or foreign entity” means a corporation or unincorporated entity formed under the laws of a jurisdiction other than Maryland.

  (10) “Merging entity” means an entity that ceases to exist as the result of a merger.

  (11) “Past due annual report” means:

    (a) An annual report due but not filed in a prior year; or

    (b) An annual report due but not filed in the current year where the effective date of filing is:

      (i) After April 15, unless all entities involved in a merger were granted an extension under Tax-Property Article, §14-704, Annotated Code of Maryland; or

      (ii) After June 15, if all entities involved in a merger were granted an extension under Tax-Property Article §14-704, Annotated Code of Maryland.

  (12) “Prior year” means any calendar year before the current year.

  (13) “Surviving entity” means the successor to a merger.

#### Regulation .02 Conversions.

*COMAR 18.04.12.02*

A. The Department may not accept articles of conversion until all required annual reports have been filed and related filing fees and penalties have been paid through the current year if the converting entity is:

  (1) A Maryland domestic entity;

  (2) A foreign unincorporated entity registered to do business in Maryland; or

  (3) A foreign corporation qualified to do business in Maryland.

B. The Department may not accept documents evidencing a conversion until all required annual reports have been filed and related filing fees and penalties have been paid through the current year if the converting entity is:

  (1) A foreign unincorporated entity registered to do business in Maryland; or

  (2) A foreign corporation qualified to do business in Maryland.

C. If a converted entity is a Maryland domestic entity or a foreign entity which qualifies or registers to do business in Maryland, the converted entity will not be required to file an annual report until the calendar year immediately following the current year.

#### Regulation .03 Mergers.

*COMAR 18.04.12.03*

A. The Department may accept articles of merger or documents evidencing a merger if the merging entity is not required to file an annual report for the current year.

B. The Department may not accept articles of merger or documents evidencing a merger until all required annual reports have been filed and related filing fees and penalties have been paid by the merging entity through the current year if the surviving entity is:

  (1) A Maryland domestic entity formed on or after January 1 of the current year;

  (2) A foreign unincorporated entity registered to do business in Maryland on or after January 1 of the current year;

  (3) A foreign corporation qualified to do business in Maryland on or after January 1 of the current year; or

  (4) An entity that has already filed an annual report for the current year or is not required to file an annual report for the current year.

C. The Department may not accept articles of merger or documents evidencing a merger until all past due annual reports have been filed and related filing fees and penalties have been paid by the merging entity if the surviving entity has not filed its annual report for the current year, and the surviving entity is:

  (1) A Maryland domestic entity formed prior to January 1 of the current year;

  (2) A foreign unincorporated entity registered to do business in Maryland prior to January 1 of the current year; or

  (3) A foreign corporation qualified to do business in Maryland prior to January 1 of the current year.