How to Reinstate an LLC in Maryland

How reinstatement works in Maryland

Maryland calls the loss of an LLC's existence rights forfeiture rather than dissolution. After September 30 each year, SDAT certifies LLCs that did not file the prior year's annual report, and a proclamation forfeits their right to do business and to use their name. An LLC that files the missing report and pays within 60 days of the proclamation is restored as of the forfeiture date. After that, the LLC must file Articles of Reinstatement with a $100 fee, after first catching up on every delinquent Form 1 at $300 each plus penalties. If the LLC ever reported business personal property, it also needs a tax clearance certificate from each county or city where property was reported, and SDAT will not accept payment receipts as a substitute. Forfeitures requested by the Comptroller or the Department of Labor require clearance from that agency before SDAT will act.

Steps to reinstate a Maryland LLC

1. File every delinquent Annual Report and Business Personal Property Return (SDAT accepts up to ten years of overdue filings online)
2. Pay all outstanding annual report fees and late penalties
3. Tax clearance certificate from each county or city where business personal property was reported, if any
4. Clearance from the Comptroller's Compliance Division if the forfeiture was for unpaid state taxes
5. Resolve any Maryland Department of Labor unemployment insurance hold if that caused the forfeiture
6. File Articles of Reinstatement
7. Form to use: Articles or Certificate of Reinstatement for an LLC, LLP, or LP.
8. File through Maryland Business Express online or submit the paper form to SDAT's Charter Division in Baltimore.

What reinstatement costs: a worked example

An LLC dissolved after missing 2 reports:

$100 filing fee for Articles of Reinstatement (Corps. & Ass'ns 1-203), with an optional expedite fee, plus every delinquent annual report at $300 each and any late filing penalties assessed by SDAT. Whether late penalties are charged again at reinstatement varies; the state calculates the exact total when you file. Taxes, interest and tax-clearance costs are extra where they apply.

What happens to the LLC and its name

• Effect: If the LLC files the overdue report and pays what is owed within 60 days after the forfeiture proclamation, its rights are restored as of the date of forfeiture (Corps. & Ass'ns 4A-912). The statute on later reinstatement by articles (4A-915) does not state whether it relates back.
• Your LLC name: Forfeiture removes the LLC's right to use its name in Maryland (4A-911). If another entity has since taken the name, the LLC may need to reinstate under a different name.

The most common cause is a missed Annual Report. See the Maryland Annual Report guide for deadlines so it does not happen again.

Reinstatement in Maryland and nearby states

Mistakes that slow down a Maryland reinstatement

• Sending payment receipts instead of a formal tax clearance certificate from each local jurisdiction where property was reported.
• Filing Articles of Reinstatement before every overdue annual report and personal property return has been submitted and paid.
• Ignoring a Comptroller or Department of Labor hold, which must be cleared with that agency before SDAT can reinstate.