Q: In Maryland, can a close corp be amended or corrected to be a stock corp
Rocketlawyer.com set up my business as a close corp (their error) and they sent an amendment to the state of Maryland to change it to a stock corporation. The state of MD accepted the amendment but it still says "close" on their website. So is it possible to change a close corp. to a stock corp by amendment or similar means (without jut starting the whole process over? Thank you.
A: Electing "close corporation" status does not alter the fact that a close corporation is also a "stock" corporation, as you put it. The benefit of electing "close" status is that a smaller corporation with fewer stockholders can maintain corporate status and management without having to observe all the corporate formalities of a regular corporation. For instance, there is no need for a board of directors or that annual stockholder meetings be held. The individual stockholders simply run the company as they see fit. Before the invention and adoption of the Limited Liability Company Act, Close Corporations were the preferred entity form for small businesses due to their streamlined management and operation. The LLC has largely supplanted traditional stock corporations for most small businesses because of the ease of management, tax treatment, and costs of operation (e.g., no corporate income tax return). However, corporate status does have other benefits depending on the nature of the business and number of employees. It is unclear why you chose to be a corporation over an LLC, and it is also unclear why you prefer NOT to be a Close corporation, but the election to remove Close status is simple and is accomplished by filing an amendment to the corporate charter. Since you used rocketlawyer, however, I assume you chose your business entity without consultation with a lawyer or even a tax professional, and so you likely were not fully informed about what type of entity, and what options as far as tax elections (e.g., Subchapter S), would be best for you. I suggest you set up a consultation with a lawyer to go over your status and how to best proceed.
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