Articles of Incorporation For A Close Corporation: First

ARTICLES OF INCORPORATION FOR A CLOSE CORPORATION
FIRST: The Undersigned ________________________________________________whose address is

_____________________________________________________________ being at least eighteen
years of age, do(es) hereby form a corporation under the laws of the State of Maryland. The corporation
shall be a close corporation.
SECOND: The name of the corporation is__________________________________________________
___________________________________________________________________________________
THIRD: The purpose(s) for which the corporation is formed is/are as follows:
___________________________________________________________________________________
___________________________________________________________________________________
FOURTH: The street address of the principal office of the corporation in Maryland is
___________________________________________________________________________________
FIFTH: The name and address of the resident agent of the corporation in Maryland is
____________________________________________________________________________
SIXTH: The corporation has authority to issue ________ shares at $ _________ par value per share.
SEVENTH: The corporation elects to have no board of directors. Until this election takes effect
_____________________________________________________________ will be the director.
EIGHTH:
IN WITNESS WHEREOF, I have signed
these articles and acknowledge the same
to be my act.
NINTH:
I hereby consent to my designation in this
document as resident agent for this
corporation.
Signature(s) of Incorporator(s):
Signature of Resident Agent listed in FIFTH:
______________________________
______________________________
______________________________
______________________________
Filing partys return address:
______________________________
______________________________
______________________________
Revised: 5/2011
Revised 5/2011
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Maryland State Department of Assessments & Taxation
GUIDELINES FOR DRAFTING ARTICLES OF INCORPORATION

FOR A "CLOSE" CORPORATION
This type of corporation would be most appropriate for one individual engaged in an enterprise with the intention
of making a profit. The guide is to be used with the Articles of Incorporation for a CLOSE Corporation. Each item
describes how to fill a blank in the sample. The sample is the minimum necessary to incorporate. If you wish to expand on
any item consult with your lawyer, accountant or financial advisor. Legal questions of a general nature cannot be
answered by the staff of this Department. You may fill in the blanks on the sample and submit it as your Articles of
Incorporation. ALL ITEMS SHOULD BE TYPED! YOU MUST USE BLACK INK!
FIRST: Insert the name and address of the individuals who are incorporating. One or more individuals can act as
incorporators. The only requirement is that they be at least 18 years old. The address should be one where mail can be
received. It can be any where, even a foreign country.
SECOND: Insert the corporate name. The corporate name must contain Corporation, Incorporated, Limited, Inc,
Corp., or Ltd. The name must be distinguishable from all other entities on record in Maryland. You may call (410)
767-1330 for a non-binding check for name availability. Acceptance of a name guarantees only that the corporation will
have that name. It does not mean you cannot be sued for trade name or trade mark infringement. For more information
on this consult attorney.
THIRD: Give a one or two sentence description of the business of the corporation.
FOURTH: Insert the address of the principal place of business. It must be a specific address in Maryland and must
include street, city and zip code. It cannot be a P.O. box.
FIFTH: This is the name and address of an agent designated to accept service of process if the corporation is summoned
to court for any reason. The agent must be either an adult citizen of Maryland or another already existing Maryland
corporation. The address must include the street, city and zip code. The address must be in Maryland and cannot be a
P.O. box. A corporation cannot act as its own resident agent. That person must also sign below.
SIXTH: Insert that number of shares of stock the corporation will have the authority to issue as well as the par value of
each share. If the aggregate par value (number of shares multiplied by the par value) exceeds $100,000, or if over 5,000
shares of stock without par value is used, insert $0 as the par value per share. Stock is the means by which ownership
of the corporation is divided and assigned. Generally, the owner of 20% of the outstanding stock of the corporation owns
20% control. Additionally, the stock is required to take advantage of certain tax options. Questions about stock should be
directed to your attorney, accountant or financial advisor. Articles stating zero, 0, N/A or silent as to the number of
shares or not stating a par value will be rejected.
SEVENTH: Insert the name of at least one adult. This individual does not have to reside in Maryland. This individual will
act as the director for the corporation until he or she issues stock at the organizational meeting of the board. Thereafter,
the stockholder runs the corporation.
EIGHTH: Signature(s) of Incorporator(s): Have all the individuals named in FIRST sign here. No one else may sign here.
No witness or notary is required.
NINTH: The person listed as a resident agent in FIFTH must sign here.
RETURN ADDRESS: State where the receipt, certified copies, certificates of status and the original articles are to be
sent.
FEES: The fee to file Articles of Incorporation is $100.00 plus a $20.00 organization and capitalization fee for a total of
$120.00, unless the aggregate par value of the stock exceeds $100,000 or, if no par value stock is used, the corporation
has authority to issue more than 5,000 shares. If stock exceeds these amounts, call 410-767-1340 for the fee.
Rev: 5/2011
Maryland State Department of Assessments & Taxation
NOTE: Due to the fact that the laws governing the formation and operation of business entities and the effectiveness of a
UCC Financing Statement involves more than filing documents with our office, we suggest you consult an attorney,
accountant or other professional. State Department of Assessments & Taxation staff can not offer business counseling or
legal advice.
Where and how do I file my documents? All documents must be submitted to: State Department of
Assessments and Taxation Charter Division 301 W. Preston Street; 8th Floor Baltimore, MD 21201-2395
How long will it take to process my documents?
Regular document processing time can be 8 weeks or more. Expedited processing request will be handled
within 7 business days. The expedited service fee is an additional $50.00 for each document; other fees may
also apply.
Fax completed forms with Mastercard or Visa credit card payment information to 410-333-7097. Fax request
will be charged the additional expedited service fee. For your convenience a copy of the Charter fax cover
sheet is attached.
Documents hand-delivered in limited quantities receive same day expedited service between 8:30 am and
4:30 pm, Monday through Friday. You must be in line no later than 4:15 PM in order to receive service that
same day.
Mail completed forms to with the appropriate filing fees:
State Department of Assessments and Taxation, Charter Division
301 W. Preston Street; 8th Floor Baltimore, MD 21201-2395
All checks must be made out to State Department of Assessments and Taxation. A schedule of filing fees
is available online at http:/www.dat.state.md.us/sdatweb/fees.html
Notice regarding annual documents to be filed with the Department of Assessments & Taxation:
All domestic and foreign legal entities must submit a Personal Property Return to the Department. Failure to file
a Personal Property Return will result in forfeiture of your right to conduct business in Maryland. Copies of the
return are available on the SDAT website. The returns are due April 15th of each year.
Rev: 5/2011

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ARTICLES OF INCORPORATION FOR A CLOSE CORPORATION

FIRST: The Undersigned ________________________________________________whose address is

Signature of Resident Agent listed in FIFTH:

Filing partys return address:

This form can be filled out on your pc.

Maryland State Department of Assessments & Taxation

GUIDELINES FOR DRAFTING ARTICLES OF INCORPORATION

Maryland State Department of Assessments & Taxation

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