Md. Code, Corporations and Associations, Title 7

Md. Code, Corporations and Associations, Title 7
in effect

Md. Code, Corporations and Associations § 7-103

In addition to any other activities which may not constitute doing intrastate business in this State, for the purposes of this article, the following activities of a foreign corporation do not constitute doing intrastate business in this State: (1) Maintaining, defending, or settling an action, suit, claim, dispute, or administrative or arbitration proceeding; (2) Holding meetings of its directors or stockholders or carrying on other activities which concern its internal affairs; (3) Maintaining bank accounts; (4) Maintaining offices or agencies for the transfer, exchange, and registration of its securities; (5) Appointing and maintaining trustees or depositaries with respect to its securities; (6) Transacting business exclusively in interstate or foreign commerce; and (7) Conducting an isolated transaction not in the course of a number of similar transactions.

Md. Code, Corporations and Associations § 7-104

In addition to any other activities which may not constitute doing intrastate, interstate, or foreign business in this State, for the purposes of this article, the following activities of a foreign corporation do not constitute doing intrastate, interstate, or foreign business in this State: (1) Foreclosing mortgages and deeds of trust on property in this State; (2) As a result of default under a mortgage or deed of trust, acquiring title to property in this State by foreclosure, deed in lieu of foreclosure, or otherwise; (3) Holding, protecting, renting, maintaining, and operating property in this State so acquired; and (4) Selling or transferring the title to property in this State so acquired to any person, including the Federal Housing Administration or the Veterans Administration.

Md. Code, Corporations and Associations § 7-201

This subtitle does not apply to: (1) An insurance company subject to the provisions of the Insurance Article; (2) A railroad operating in this State; (3) A national bank that: (i) Has its main office located in this State; or (ii) Does not maintain a branch in this State; (4) A federal credit union; or (5) A foreign nonstock corporation whose only activity in this State is supplying police, fire, rescue, or emergency services personnel on a nonprofit basis to assist in an area covered by a state of emergency declared by the Governor under § 14-107 of the Public Safety Article.

Md. Code, Corporations and Associations § 7-202

(a) Unless it is qualified to do business under § 7–203 of this subtitle, before doing any interstate or foreign business in this State, a foreign corporation shall register with the Department. (b) To register, the corporation shall: (1) Certify to the Department: (i) The address of the corporation; and (ii) 1. The name and address of the corporation’s resident agent in this State; or 2. That the corporation is appointing the Department as its resident agent; and (2) Provide proof acceptable to the Department of good standing in the jurisdiction where it currently is organized. (c) Unless terminated by the corporation, the registration is effective as long as the corporation has a resident agent in this State.

Md. Code, Corporations and Associations § 7-202.1

§7–202.1. (a) This section does not apply to the property that a foreign corporation acquires by any means enumerated in § 7-104 of this title. (b) Unless it is required to qualify to do business under § 7-203 of this subtitle, a foreign corporation that owns income-producing real or tangible personal property in this State shall register with the Department to do interstate business.

Md. Code, Corporations and Associations § 7-203

(a) Before doing any intrastate business in this State, a foreign corporation shall qualify with the Department. (b) To qualify, the corporation shall: (1) Certify to the Department: (i) The address of the corporation; and (ii) 1. The name and address of the corporation’s resident agent in this State; or 2. That the corporation is appointing the Department as its resident agent; and (2) Provide proof acceptable to the Department of good standing in the jurisdiction where it currently is organized. (c) Unless terminated by the corporation, the qualification is effective as long as: (1) The corporation has a resident agent in this State; (2) The corporation does not forfeit its right to do intrastate business under the laws of this State; and (3) If the corporation qualifies or changes its name after June 1, 1951, the name of the corporation complies with the requirements of Title 1, Subtitle 5 of this article.

Md. Code, Corporations and Associations § 7-204

A corporation which is registered or qualified under this subtitle may obtain a certificate of registration or qualification from the Department. The certificate shall show the address of any principal office in this State which is certified to the Department.

Md. Code, Corporations and Associations § 7-205

(a) As long as it is subject to suit in this State, a foreign corporation which has registered or qualified to do business in this State shall maintain: (1) A resident agent in this State whose name and address is certified to the Department; and (2) An address which is certified to the Department. (b) The Department may act as a resident agent for a foreign corporation that does business in this State: (1) Without a resident agent; or (2) With a resident agent who cannot be found or served with the exercise of reasonable diligence. (c) A foreign corporation registered or qualified to do business in this State: (1) At any time may certify to the Department the address of a principal office in this State, which may be a business office of the corporation; and (2) With respect to an address so certified, shall certify to the Department: (i) Any subsequent change in the address of the principal office; and (ii) The fact that it no longer has the principal office in this State. (d) Except as provided in subsection (e) of this section, each certification by a foreign corporation which relates to its resident agent, address, or principal office shall be executed for the corporation by its president or one of its vice–presidents. (e) A foreign corporation and its resident agent may change the resident agent, his address, or the address of a principal office of the corporation in the same manner as provided for a Maryland corporation under § 2–108 of this article. (f) (1) A resident agent of a foreign corporation may resign by filing with the Department a counterpart or photocopy of his signed resignation. (2) Unless a later time is specified in the resignation, it is effective: (i) At the time it is filed with the Department, if the corporation has appointed a successor resident agent; or (ii) Ten days after it is filed with the Department, if the corporation has not appointed a successor resident agent.

Md. Code, Corporations and Associations § 7-206

(a) A foreign corporation that is qualified or registered to do business in this State shall file an officially certified statement with the Department within 60 days after the corporation: (1) Merges into another corporation; (2) Consolidates with another corporation; (3) Dissolves; or (4) Amends or supplements the instrument under which it was organized to change the name of the corporation or terminate its existence. (b) The officially certified statement shall: (1) Be executed by the official of that place who has custody of the pertinent record; and (2) Include the action taken and the date the action was taken. (c) (1) A representative of the successor corporation shall file with the Department an affidavit indicating whether the corporation, partnership, limited partnership, or limited liability company merging out of existence or consolidating owns an interest in land in Maryland. (2) The Department may not process a filing under this section until the information required by this subsection and § 3-117 of this article is provided.

Md. Code, Corporations and Associations § 7-208

(a) A foreign corporation registered or qualified under this subtitle may terminate its registration or qualification as provided in this section. (b) To terminate, the corporation shall file with the Department an application for termination. (c) The application for termination shall be executed for the corporation by its president or one of its vice–presidents. The application shall include: (1) The name of the corporation, and the address of any principal office in this State; (2) The name and address of its resident agent in this State; (3) A statement that the corporation: (i) In the case of termination of qualification, no longer transacts any intrastate business in this State; or (ii) In the case of termination of registration, no longer transacts any interstate or foreign business in this State; and (4) A statement that the corporation: (i) Wishes to terminate its registration or qualification to do business in this State; and (ii) Has filed all reports required by law and has paid all taxes due by it to the State and any of its political subdivisions as of the date of the application for termination.

Md. Code, Corporations and Associations § 7-209

The Department shall keep a public index of: (1) The name and address of the resident agent and address of each foreign corporation registered or qualified with the Department; and (2) The address of any principal office in this State which is certified to the Department by a foreign corporation.

Md. Code, Corporations and Associations § 7-210

With respect to any cause of action on which a foreign corporation would not otherwise be subject to suit in this State, compliance with this subtitle: (1) Does not of itself render a foreign corporation subject to suit in this State; and (2) Is not considered as consent by it to be sued in this State.

Md. Code, Corporations and Associations § 7-301

If a foreign corporation is doing or has done any intrastate, interstate, or foreign business in this State without complying with the requirements of Subtitle 2 of this title, neither the corporation nor any person claiming under it may maintain a suit in any court of this State unless it shows to the satisfaction of the court that: (1) The foreign corporation or the person claiming under it has paid the penalty specified in § 7-302 of this subtitle; and (2) Either: (i) The foreign corporation or a foreign corporation successor to it has complied with the requirements of Subtitle 2 of this title; or (ii) The foreign corporation and any foreign corporation successor to it are no longer doing intrastate, interstate, or foreign business in this State.

Md. Code, Corporations and Associations § 7-302

(a) (1) If a foreign corporation does any intrastate, interstate, or foreign business in this State without qualifying or registering as required by Subtitle 2 of this title, the Department shall impose a penalty of $200 on the corporation. (2) This penalty may be reduced or abated under § 14-704 of the Tax - Property Article. (b) Each officer of a foreign corporation which does intrastate, interstate, or foreign business in this State without qualifying or registering as required by Subtitle 2 of this title, and each agent of the foreign corporation who transacts intrastate, interstate, or foreign business in this State for it is guilty of a misdemeanor and on conviction is subject to a fine not exceeding $1,000.

Md. Code, Corporations and Associations § 7-303

If a foreign corporation which is qualified to do business in this State fails to comply with the provisions of § 7-206 of this title, the Department shall impose a penalty of $5 on the corporation and an additional penalty of $1 for each ten days or a fractional part of ten days during which the failure to comply continues. These penalties may be reduced or abated under § 14-704 of the Tax - Property Article.

Md. Code, Corporations and Associations § 7-304

(a) The Department may forfeit the right of any foreign corporation to do intrastate business in this State if the corporation fails to file with the Department any report or fails to pay any late filing penalties required by law: (1) Within the time required by law; and (2) Thereafter, within 30 days after the Department makes a written demand for the delinquent report or late filing penalties. (b) Unless the Department excuses a reasonable delay for good cause shown, the forfeiture is effective 15 days after written notice of forfeiture from the Department, without proceedings of any kind either at law or in equity. (c) The demand for a delinquent report or late filing penalties and the notice of forfeiture shall be addressed to the corporation: (1) At its address on file with the Department; or (2) If it has no address on file with the Department, in care of the Secretary of State or corresponding official of the place where it was organized or is existing, if known to the Department. (d) On forfeiture of its right to do intrastate business in this State, the foreign corporation is subject to the same rules, legal provisions, and sanctions as if it had never qualified or been licensed to do business in this State.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://mgaleg.maryland.gov/mgawebsite/Laws/StatutesFetched: 10/16/2026