Structuring your business correctly is one of the most important steps to starting a business. Do not rely solely on this brief overview; contact an attorney or professional advisor for additional guidance.
Determine the Appropriate Business Structure
Each business type has advantages and disadvantages, as does determining the ownership and management structure. These decisions will determine what paperwork is required, which tax return forms need to be filed, and personal liability — to name a few. You should consider how the business should be formed now, but also take into consideration future plans you may have for your business.
The four most common business structures are:
- Sole Proprietorship
- General Partnership
- Limited Liability Company
A quick overview of each structure's general attributes is below:
A Sole Proprietorship is the simplest and most common structure people chose to start a business. It is an unincorporated business owned and run by one individual with no distinction between the business and you, the owner. You are entitled to all profits and are responsible for all your business' debts, losses, and liabilities.
A General Partnership is like a Sole Proprietorship, but with more than one person. It is a single business where two or more people share ownership. Each partner contributes to all aspects of the business, including money, property, labor, or skill. In return, each partner shares in the profits and losses of the business.
A Limited Partnership is more complex than a general partnership. A Limited partnership allows partners to have limited liability as well as limited input with management decisions. These limits depend on the extent of each partner’s investment percentage.
A Limited Liability Company is a hybrid type of legal structure that provides the limited liability features of a corporation and the tax efficiencies and operational flexibility of a partnership. The "owners" of an LLC are referred to as "members." Depending on the state, the members can consist of a single individual (one owner), two or more individuals, corporations or other LLCs.
This is the most general type of corporation. A corporation must have at least three officers (President, Secretary, and Treasurer), at least one Director, and is owned by shareholders, which may be individuals or other business entities. "Stock Corporations" are not necessarily "S-Corps." An "S-Corp" refers to an election made with the Internal Revenue Service concerning how a business entity is taxed by the Federal Government.
This is the structure taken by most charities or other business entities in Maryland that are seeking tax-exempt status with the Federal and/or Maryland State Government. This type of corporation may not issue stock, and does not have owners. It must have at least 3 officers (President, Secretary, and Treasurer) and at least one Director. This type of corporation may have members and those members may or may not be entitled to vote on certain corporate matters, depending upon the rules of membership outlined in the corporation's bylaws.
This business structure is sometimes referred to as a "closely held corporation." Close corporations are permitted to have one individual acting as all required officers and may also elect to have no board of directors. Close corporations are subject to restrictions on the number and identity of shareholders. Close corporations are not necessarily "C-corps." A "C-corp" refers to an election made with the Internal Revenue Service concerning how a business entity is taxed by the Federal Government.
This is a corporation that is not authorized to issue stock but is not seeking tax-exempt status from the Federal Government (IRS) or the State of Maryland. Some examples of business entities that typically form as a standard non-stock corporation are homeowners associations, car and motorcycle clubs, social clubs, and recreational sports leagues.
A religious corporation is a non-stock corporation that is formed in order to establish a place of worship or a religious congregation. A Religious Corporation is formed by at least 4 adults acting as Trustees for the corporation by filing Articles of Incorporation which recite a purpose of either forming a congregation or forming a place of worship and state the “church plan.” This is a technical, legal term for the way the Trustees are elected and/or replaced. The trustees act as the directors of the corporation and, for all SDAT filing purposes, when a document seeks the names or addresses of the directors, a Religious Corporation should use that of its trustees. Religious Corporations are generally entitled to an automatic federal tax exemption, but check with your accountant to ensure all of your documents are in order. This is the corporate form taken by mosques, churches, temples, synagogues, and other religious places of worship.
This is a limited liability company formed in a State or territory outside the State of Maryland (including in Washington DC, Puerto Rico, Guam, and the US Virgin Islands), or in another country, but would like the right to do business in the State of Maryland.
This is a corporation formed in a State or territory outside the State of Maryland (including in Washington DC, Puerto Rico, Guam, and the US Virgin Islands) or in another country, but would like the right to do business in the State of Maryland. This is the filing required of all non-Maryland corporations, regardless of their type (i.e., non-stock, close, professional corp, etc.)
Sole Proprietorships and General Partnerships are not technically legal entities and therefore require less legal formalities than other business structures. However, they do still need to comply with state, federal, and local licensing and taxation requirements and will need to submit certain additional registrations if they own personal property or wish to open a business bank account.
Maryland recognizes three types of non-stock corporations: the standard non-stock corporation, the tax-exempt non-stock corporation, and the religious corporation. Accordingly, no Maryland non-stock corporation can be a close corporation.
Annual Filing Requirements
All business entities formed, qualified, or registered to do business in Maryland must file an Annual Report every year. Some of these businesses must also file a Personal Property Tax Return. Failure to follow these annual reporting requirements is one of the most common mistakes made by business owners, and can result in your business being not in “good standing” status, or “forfeited.” This means that you are not legally allowed to conduct business in the state, which can result in serious consequences.
Charities and Non-Profits
The Maryland Secretary of State plays a significant role in registering, regulating, and renewing charitable organizations and non-profits within the state of Maryland. However, before registering with the Secretary of State, an organization must file an article of incorporation and be formed as an association, corporation, or trust at the Department of Assessments and Taxation in order to apply for tax exempt status. If you are considering starting a Charity or Non-Profit Organization, please visit the Maryland Secretary of State for more detailed information.
Register my Non-Maryland Entity to do Business in Maryland
If you have already created your business in another state and wish to register it to do business in Maryland, you must still complete the appropriate non-Maryland (foreign) applications.
There may be a lot of information on this page, but this overview only scratches the surface of determining which entity structure is best for your business. Do not rely solely on this brief overview. Contact an attorney or professional advisor for additional guidance, or one of the other organizations listed on the Write a Business Plan page. And when you are ready, use Maryland Business Express’s award winning online filing portal for starting new businesses, making annual filings, and requesting document copies.