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Maryland Business Formation Questions & Answers
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...
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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...
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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...
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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...
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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 »

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