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Maryland Business Formation Questions & Answers
1 Answer | Asked in Business Formation for Maryland on
Q: Can a minor be the only member in an LLC in Maryland?

Is it possible for me to create an LLC for my son using a service such as Zenbusiness, Legalzoom, etc. where he would be the only member?

Barbara Berschler
Barbara Berschler answered on May 22, 2020

You may be able to create the LLC with your son as the sole member. However, if he is a minor, he is not capable of entering into contracts or be able to act as an "Organizer", the person who files the paperwork in Maryland to create the LLC. There will be other issues to consider... Read more »

1 Answer | Asked in Business Formation for Maryland on
Q: What steps must I take to legally operate my own independent travel agency and a separate marketing company in Maryland?

I’m an independent travel consultant (Not an employee of my host agency that allows me to operate under their FL Travelers license).

For the marketing company, I am a independent representative whose home office is in Georgia.

Barbara Berschler
Barbara Berschler answered on May 12, 2020

It would seem you should be able to set up a Maryland entity that serves the function of the travel agency. Likewise, in stating the purposes for the formation of the company, you can list more than one purpose. If the marketing arm will be primarily functioning in Georgia, you would need to have... Read more »

1 Answer | Asked in Business Formation for Maryland on
Q: Do I need to complete a “Certificate of Good Standing” request form after filling my LLC in Maryland?

I received a “Certificate of Good Standing” request form in the mail a week after I registered my LLC. I’m not sure what this is and if it is a requirement.

Barbara Berschler
Barbara Berschler answered on Apr 29, 2020

It is just a courtesy form the state is sending out. However, it may be useful to have a certificate of good standing, particularly if you want to open a bank account for the new LLC.

1 Answer | Asked in Real Estate Law, Business Formation and Land Use & Zoning for Maryland on
Q: Do shareholders have rights (as a individual would have) on properties owned by the company in Maryland?

For example, a company purchases and owns a 200 acre property, does every shareholder of this company have the right to use the property, just like if an individual owns it? Will they be considered as owners of the land to camp, hunt, fish and other outdoor activities on the land?

It is... Read more »

Richard Sternberg
Richard Sternberg answered on Mar 12, 2020

A corporation is like a separate person. The fact that you have rights in the person does not give you rights in its property. Those rights are defined by corporate law, the articles of incorporation, the bylaws, and any applicable contracts

1 Answer | Asked in Business Formation for Maryland on
Q: Help to fill out IRS Form 2553

Don't understand what to fill in for Part 2

Cedulie Renee Laumann
Cedulie Renee Laumann answered on Jul 3, 2019

The IRS form you mention is for a business to elect to be taxed as a Subchapter S corporation. There are several other ways businesses might be taxed and several situations where a business might file this form. Part II asks information about whether the entity is an existing or new entity. An... Read more »

1 Answer | Asked in Banking, Business Formation, Business Law and Consumer Law for Maryland on
Q: Do I have a Maryland Consumer Loan license to lend a friend $6,000.00 and charge 14% interest for a four year term?
Bruce Alexander Minnick
Bruce Alexander Minnick answered on Jun 18, 2019

Say what? How can anyone know whether you "have a Maryland Consumer Loan license" or not? And why do you not know?

1 Answer | Asked in Business Formation, Business Law and Contracts for Maryland on
Q: Can I force a partner out of a partnership LLC with no operations agreement, for not putting in enough time?

We are a cabinet manufacturer. We are attempting to be a women owned business that was created last year. We have not sold any work as of yet. We do have equipment we are paying for. The shop is located on my property, and everything is in my name. If I am not able to force them out, can I... Read more »

Mark Oakley
Mark Oakley answered on Jun 11, 2019

You can withdraw from the company, boot it out of your home, and demand liquidation of the assets, and either pay your co-owner their fair share of the costs they expended on the equipment, or otherwise buy out out the equipment. Meantime, start a new LLC and begin cabinet making under a new... Read more »

2 Answers | Asked in Business Formation and Business Law for Maryland on
Q: Dissolving the partnership

Three years ago three of us made a gentleman verbal agreement and open LLC in a software business. All three of us contributed equally and got the equal shares. We didn't sign any operating agreement at the beginning and wanted to do it later down the road. There weren't any reasons to... Read more »

Mark Oakley
Mark Oakley answered on Oct 25, 2018

Because you have no written operating agreement, your rights are governed by statute as they relate to your ownership interests, rights and possible dissolution of the LLC. Separately, the LLC may have a civil cause of action against the one owner relating to usurpation of Company business... Read more »

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1 Answer | Asked in Estate Planning, Business Formation and Business Law for Maryland on
Q: How do I write up a Bussiness trust 12-2004

I wanna write up a Unicorporated Bussiness trust

Cedulie Renee Laumann
Cedulie Renee Laumann answered on Sep 19, 2018

The first question any business attorney will likely ask is: what are you looking to accomplish? A business trust is an old but relatively unusual way to conduct business, except perhaps in the case of real estate held in a grantor's revocable living trust. The question doesn't give... Read more »

Q: Is it legal to get data base off of a local gov't website

It would be to create a business with the information obtained

Cedulie Renee Laumann
Cedulie Renee Laumann answered on Sep 18, 2018

Many government websites make information readily available for search but have a disclaimer that the information cannot be harvested by an auto-bot, software programs, etc. Harvesting an entire database is probably not going to fly, but without knowing what database you are trying to access, one... Read more »

1 Answer | Asked in Copyright, Products Liability, Business Formation and Trademark for Maryland on
Q: We are bring sued by a DC firm. We are a nonprofit.

They say they have one common word trademarked! HOW can this be, with that word, which is used by many.

Can we keep our non profit name?

Mark Oakley
Mark Oakley answered on Apr 19, 2018

Have they actually filed suit (in which case, you are being sued), or did they merely send a threatening letter? I doubt you are in actual legal jeopardy of losing the word, “Heroes”, from you company name or losing a damage suit in court. My guess is that they are trying to scare you into... Read more »

1 Answer | Asked in Business Formation for Maryland on
Q: What is a registered agent and do I need one in Maryland to legally form a business?
Mark Oakley
Mark Oakley answered on Apr 16, 2018

Yes. If you organize a business in the state, the business must have a registered agent with a Maryland address (business or residential) to receive legal process and official government notices. The agent can be any person over 18, including the person organizing the business (you), so long as... Read more »

1 Answer | Asked in Business Law and Business Formation for Maryland on
Q: My MD LLC was initially set up for internet sales. I would like to get my FFL license and set up a firearms business.

Can the FFL be established under the umbrella of my LLC? Most advertising will be done via social media.

Mark Oakley
Mark Oakley answered on Mar 18, 2018

Look at your “purposes” clause of your articles of organization. Most such clauses have a catch-all purpose clause that dates, “and to engage in any business or activity allowed by law”. If not included, you can file a simple amended set of articles. If you want to give a separate trade... Read more »

1 Answer | Asked in Business Formation for Maryland on
Q: Is it legal for a law firm in the State of Maryland to never provide raises for their employees?
Cedulie Renee Laumann
Cedulie Renee Laumann answered on Jan 27, 2018

The law does not require any industry (whether legal, medical, retail, industrial, etc.) to give raises. Providing raises is entirely voluntarily and up to each employer. The law does require payment of certain minimum wages so if an employer pays minimum wage and the minimum wage goes up, the... Read more »

1 Answer | Asked in Business Formation, Business Law, Civil Litigation and Contracts for Maryland on
Q: 2 people 1in md 1in ct each have companies and agree to do business in africa together,the african country requires

an african company. The parties draw up and sign agreements in the proposed name of the new company. The parties go to africa set up the company. Is the original contract valid. Both parties agreed in parole evidence, then drew up paper work, signed it ,and incorporated the company in africa as... Read more »

Cedulie Renee Laumann
Cedulie Renee Laumann answered on Jan 12, 2018

You're encouraged to sit down with a lawyer experienced in international business law (many attorneys in and around DC have such skill sets) to go over the specific scenario at issue. An online post cannot realistically analyze such a fact pattern.

1 Answer | Asked in Business Formation and Business Law for Maryland on
Q: Pros/Cons on transfer of PA domestic corp. to MD. Also, suggest web links in case I have more questions. Thank you!
Cedulie Renee Laumann
Cedulie Renee Laumann answered on Jan 12, 2018

Maryland law now recognizes entity conversions so that one can change an entity formed in another state to a Maryland entity (this could be a corp to a LLC, a corp to a corp, etc.). For more information you could look at the Corporations & Associations article of the Maryland Annotated Code,... Read more »

1 Answer | Asked in Business Formation for Maryland on
Q: Please what am i allowed to provide under Purpose of Business in Maryland Article of Organization for registering LLC?
Cedulie Renee Laumann
Cedulie Renee Laumann answered on Jan 5, 2018

This is a good question to ask a lawyer when sitting down to talk about forming a new business. Generally the purpose should describe what kind of things the entity will do (e.g., operate a restaurant, sell cars, provide landscaping services, etc.) but also have provision to do other permissible... Read more »

1 Answer | Asked in Tax Law, Business Formation and Business Law for Maryland on
Q: I'm starting a small business. Should I pay my business taxes using a business ID number or through my personal SS#? TY
Cedulie Renee Laumann
Cedulie Renee Laumann answered on Dec 29, 2017

It depends on the nature of the business and what type of "business taxes."

A sole proprietor who files on a Schedule C and has no employees may elect to use their own social security number for their estimated tax payments, but most small businesses would benefit from forming an...
Read more »

1 Answer | Asked in Business Formation, Business Law, Civil Litigation and Contracts for Maryland on
Q: I am in Maryland,My corporation is a Nevada Corporation My finance person is in connecticut We made a verbal or parole

agreement between a us corp CT and A Guinea corp

the guinea corp was not formed at the time of agreement,we the set it to writing the guineacorp was then created when we flew to guinea(they only set up in person) is the written agreement Valid? void? or voidable? or just fine

Cedulie Renee Laumann
Cedulie Renee Laumann answered on Nov 21, 2017

An attorney cannot reasonably answer a question on the validity of a multi-jurisdiction contract without seeing the contract and understanding where the contract is to be performed and where the dispute has arisen.

You are strongly encouraged to consult legal counsel, ideally one skilled...
Read more »

1 Answer | Asked in Banking, Business Formation, Business Law and Real Estate Law for Maryland on
Q: I paid cash for a house and am now renting it out. Is it possible to form an LLC and mortgage the house from myself?

I would like to mortgage 80% of the home value.

Cedulie Renee Laumann
Cedulie Renee Laumann answered on Sep 28, 2017

If the question is "can an individual make a loan to a business they own," the answer is "generally, yes." The individual would of course need to report any interest income received. If the question is "can a business make a loan to an individual who owns the... Read more »

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