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Maryland Business Formation Questions & Answers
1 Answer | Asked in Business Formation for Maryland on
Q: trying to write articles of conversion for llc - it's been rejected twice. I don't understand what they are asking

This is in MAryland

1) Article III does not meet the 4A-1103(c)(3) requirement. You must specifically state that the conversion was approved according to the provisions of the subtitle. You have not cited the subtitle.

2) Article IV appears to be copied and pasted from... Read more »

Mark Oakley
Mark Oakley
answered on May 11, 2022

Perhaps it is time to pay a lawyer to do this for you. This is not a forum to request that lawyers draft documents for you as their answer, and the only way to see how your specific document fails to comply with the code requirements is for a lawyer to read what you have drafted, and compare it to... Read more »

1 Answer | Asked in Business Formation and Business Law for Maryland on
Q: In MD can I use my llc to run an apparel store and for a self nail salon? Do I need 2 trade names under the llc?

I use my llc to run my apparel store but I want to start a self run nail business and I don't want to start a new llc. Can I use the llc to parent the 2 companies ? Do I need to purchase a trade name for each or can I just do one for the nail business and continue operating the llc apparel... Read more »

Mark Oakley
Mark Oakley
answered on Apr 15, 2022

Most LLC articles of organization contain a purpose clause that authorizes the LLC to engage in any lawful business or activity, but unless the articles strictly limit the business activity of the LLC, then the LLC can run any type of business it is otherwise lawful for anyone to engage in. The... Read more »

1 Answer | Asked in Business Formation for Maryland on
Q: What is the maximum number of stockholders in a Maryland close corporation?
Mark Oakley
Mark Oakley
answered on Apr 15, 2022

Maryland does not impose a limit on the number of shareholders of a Close Corporation, but practically speaking, because unanimity is required, and because the whole purpose of a Close Corporation was to allow small business enterprises consisiting of a few owners to essentially operate as a... Read more »

1 Answer | Asked in Contracts, Business Formation and Business Law for Maryland on
Q: What are my rights as a llc when a contract is being broken? I have refused to sign a addendum.

I have a contract with a organization. I was handed addendum to the contract which declined to sign. They threatened to They threatened to suspend contract. Three is 25 hour week retainer fee. The contract can be cancelled by either party by giving 60 day notice in writing which I have not... Read more »

Mark Oakley
Mark Oakley
answered on Mar 30, 2022

You need to take your contract to a lawyer to review what it actually says, and evaluate whether it has been breached or not, and what your remedies are in the event it is breached. Your post does not really say anything other than they are trying to change the terms of the agreement you both... Read more »

1 Answer | Asked in Contracts and Business Formation for Maryland on
Q: Do I have to re-file my trade name if I had reinstated the LLC under a new legal name after it was forfeited?

Trade name was filed in 2020, the LLC name changed 2022

Shaneka Johnson
PREMIUM
Shaneka Johnson
answered on Mar 7, 2022

In Maryland trade name registrations are valid for 5 years. Trade names register the core name of the business, without the "Inc., LLC, etc." designation. Renewed businesses are covered under their new designation if they retain the core name on their trade name registration.... Read more »

1 Answer | Asked in Business Formation and Business Law for Maryland on
Q: How to get a liquor license for a party bus?

What statutes and licenses allow for the consumption of alcohol on a party bus and/or mobile bar?

Mark Oakley
Mark Oakley
answered on Dec 10, 2021

Each county and the City of Balitomore has its own liquor board license regulations for sale of liquor within their jurisdictions, so you will need to check with each jurisdiction in which you intend to operate. You will have to check with each liquor license board whether a license is required to... Read more »

1 Answer | Asked in Business Formation and Business Law for Maryland on
Q: Business Occupations and Professions Title 18 - Security Systems Technicians Subtitle 1 - Definition;

General Provisions § 18-102(d)(2) Have access to circumventional information. What is circumventional information? I looked up the word circumventional and it's not a word.

Mark Oakley
Mark Oakley
answered on Nov 4, 2021

MD Code, Business Occupations & Professions, § 18-101. Definitions

(a) In this title the following words have the meanings indicated.

Circumventional information

(b)(1) “Circumventional information” means information, including pass codes, that allows an individual...
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1 Answer | Asked in Business Formation and Business Law for Maryland on
Q: Are you required to open a business bank account?

If you're a sole proprietor and also file a DBA in Maryland.

Mark Oakley
Mark Oakley
answered on Sep 26, 2021

No, but it’s a lot cleaner and easier for accounting and tax purposes if you do, since you need to separate out business expenses and income from your personal expenses. It’s a much better business practice as well since there may come a time when you’d like to obtain business financing,... Read more »

1 Answer | Asked in Business Formation for Maryland on
Q: Do I need a partnership agreement for a Stock Corporation? We have four members (2 husband and wife members).
Mark Oakley
Mark Oakley
answered on Sep 9, 2021

Definitely you should have a stockholders agreement, to cover disputes over major decisions, control of the company, how matters are resolved (majority vote or unanimous), restrictions on resale of stock or issuance of new stock to new owners; the authority of the president to fire or modify the... Read more »

1 Answer | Asked in Business Formation and Business Law for Maryland on
Q: How do I issue shares to myself in Maryland

My company is incorporated in Delaware and I have applied for registration in maryland as foreign entity. I want to issue shares to myself. I have appointed myself as CEO and Secretary. Do I need witness to issue shares to myself ?

Mark Oakley
Mark Oakley
answered on Aug 27, 2021

Consult a lawyer. You can issue stock on behalf of the company as the director or officer, to yourself, by use of a bill of sale or stock subscription agreement. You need to check your articles of incorporation and any stockholder's agreement, by-laws, etc., to confirm how many shares of... Read more »

1 Answer | Asked in Business Formation for Maryland on
Q: In Maryland can one person sign stock certificate as President as well as Secretary ?

I am the founder and only Director in company incorporated in Delaware but located in Maryland.

Mark Oakley
Mark Oakley
answered on Aug 6, 2021

Yes, one person can hold more than one office in a company, and sign under both titles. To support the official appointment of the person to those offices, it may be beneficial to draft a resolution of the shareholders or board of directors making the appointment, and placing the resolution in the... Read more »

1 Answer | Asked in Tax Law, Business Formation and Business Law for Maryland on
Q: Hello, I am looking into getting a few vending machines that might span a few counties in MD, and I can't find answers

on what will be required. The state site does not help any either. I am military if that helps with anything. Thank you in advance.

Mark Oakley
Mark Oakley
answered on Jul 15, 2021

A vending machine license is not required if the following items are offered for sale:

Cigarettes - (Special laws govern the sales of cigarettes through a vending machine. For more information, contact the State License Bureau or the Clerk of the Circuit Court in the county in which the...
Read more »

1 Answer | Asked in Business Formation and Business Law for Maryland on
Q: If I self-publish a book and want to sell it, what do I need to do? If I need a license, then what kind?

Will I need to establish a small business.

If so, which is most economical, a sole proprietorship or partnership.

Who do I need to talk to?

Rolanzo Richard White
Rolanzo Richard White
answered on Jun 2, 2021

You do not need to establish a business to self publish a book, but there are several advantages to to doing so. For instance, you can deduct businesses expenses you may have incurred in making your book from your tax liability.

Sole proprietorships, partnerships, and LLCs each have...
Read more »

1 Answer | Asked in Business Formation for Maryland on
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... Read more »

Mark Oakley
Mark Oakley
answered on May 13, 2021

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... Read more »

1 Answer | Asked in Admiralty / Maritime, Business Formation and Business Law for Maryland on
Q: Are there any license requirements to become a ship chandler?
Tim Akpinar
Tim Akpinar
answered on Mar 10, 2021

Ship chandler is a term that's used more loosely than traditional seagoing slots for which licensing credentialing is clear, such as second engineer for first officer. If the employer has any kind of requirement to maintain merchant marine credentialing, information on seagoing credentialing... Read more »

1 Answer | Asked in Business Formation, Business Law, Copyright and Gaming for Maryland on
Q: Can you re-sell custom painted video game controllers as a legal business?
Mark Oakley
Mark Oakley
answered on Feb 17, 2021

“Under the doctrine of ‘patent exhaustion,’” United States Supreme Court Chief Justice John G. Roberts Jr., wrote in a 2017 decision, “once a patent holder sells an item, it can no longer control the item through the patent laws.... The purchaser and all subsequent owners are free to use... Read more »

1 Answer | Asked in Banking and Business Formation for Maryland on
Q: Can a minor operate a bank account for a business?

I'm an 16 year old trying to start a non-profit. As a minor, am I allowed to operate the bank account for my non-profit?

Mark Oakley
Mark Oakley
answered on Feb 1, 2021

Until you turn 18, you are deemed a minor without legal capacity to enter into binding enforceable contracts. That means no other parties will agree to do business with you if they know you are a minor. Banks require that you show photo ID and proof of age, so you cannot open an account solely in... Read more »

1 Answer | Asked in Business Formation for Maryland on
Q: What felonies would prevent me from getting an mhic license in Maryland

I have a past felony conviction of transportation of a hand gun stemming back from over 10 years ago. Does that prevent me from being able to get a Maryland mhic license

Mark Oakley
Mark Oakley
answered on Jan 21, 2021

There is no list of disqualifying convictions. Rather, the applicant's specific circumstances, nature of the crime, age of the conviction, etc., are all considered to determine if the applicant meets the good "character" requirement. Here is the explanation given on the MHIC... Read more »

1 Answer | Asked in Business Formation for Maryland on
Q: Do members have to be listed in Maryland articles of organization for an llc?
Cedulie Renee Laumann
Cedulie Renee Laumann
answered on Jan 15, 2021

No.

Maryland law does not require any identification of owners in the Articles. However, other important formation paperwork should identify the owning members, including the Operating Agreement and ideally Membership Certificates.

While not legal advice I hope that this general...
Read more »

1 Answer | Asked in Business Formation for Maryland on
Q: How can I add members to an LLC in Maryland?

My brothers and I are starting a family business. I filed the articles of organization for the LLC but I didn’t add my brother names.

Cedulie Renee Laumann
Cedulie Renee Laumann
answered on Jul 13, 2020

Articles of Organization do not ordinarily list who the business owners are, so in most cases they have no effect on who the member(s) might be. The member(s) should be identified in the Operating Agreement, in the membership certificates and on federal and state tax filings.

You are...
Read more »

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