Business Creation, Structuring, and Governance
Starting a business is an exciting time in a person’s life; however, it can also be a very scary and anxiety-ridden time. While business presents many opportunities, adventures, and challenges, if you don’t approach your business carefully and with clearly established direction, strategy, and tactics you may find your business coming to an abrupt halt.
At the Law Practice of Ken Gauvey, we believe in working closely with our clients to find the best structure for their business venture. By addressing liability issues, financial benefits, taxation structures, and corporate governance we are best able to address your particular needs.
Forming a Business
There are many different types of businesses including corporations, limited liability companies, partnerships, and joint ventures. We assist clients with corporate formation, structure, and governance. We have experience helping businesses of all sizes and of various types of business.
- LLC and partnership operating agreements
- Stockholder agreements
- Corporate resolutions
Our business group assists clients in all phases of business development, from inception through winding up. Ken Gauvey will advise and assist you with business governance and any operational questions. Ken Gauvey will work with you to draft corporate bylaws, LLC, and partnership operating agreements, stockholder agreements, corporate resolutions, and all other necessary business documentation to fit your business needs and goals.
Forming a Corporation in Maryland
Before you can start running a business in Maryland there are several steps you need to take.
Choose a Corporate Name – Choosing a corporate name is not only important to your service and brand, but it is also a requirement. A corporation in Maryland must have a corporate name that includes one or more of the following words: “Incorporated,” “Corporation,” “Company.” However, you must be sure that your corporate name is available, and is not too similar or exactly the same as another corporation. Before you can register your business entity with the Maryland Department of Assessments and Taxation, you need to search the Maryland Business Name Database to check that your intended corporate name is available. If your intended corporate name is available, you may reserve the name for up to 120 days by filing an Application for Reservation of Name with the Secretary of State.
File Articles of Incorporation – A corporation is not official in Maryland until the Articles of Incorporation are filed with the Maryland Department of Assessments and Taxation. It is important to follow all of the instructions in the Application. Maryland Articles of Incorporation must include:
- The corporation’s name
- An address for the corporation
- The corporation’s purpose
- A name and address of agent for service of process;
- The number of shares the corporation is authorized to issue;
- Names of initial directors
Appointing a Registered Agent – In Maryland, every corporation is required to have a registered agent who is appointed to receive service of process. This agent must be located in the state.
Establish a Corporate Records Book – a Corporate records book is a book that contains all of the corporation’s important papers including meeting minutes from shareholders and directors, stock certificates, stock certificate stubs.
Prepare Corporate Bylaws – One of the most effective ways of avoiding internal conflicts is by establishing a well-developed set of corporate bylaws. Generally, corporate bylaws will establish a corporation’s operating rules, help establish legitimacy for with banks, creditors, and the Internal Revenue Service. While this is not a legal requirement, many internal issues can be resolved by having well developed corporate bylaws.
Appoint Initial Corporate Directors – When you start a corporation you need to appoint initial corporate directors who will serve on the board and help run the company until the first annual meeting of the shareholders. After appointing the initial corporate directors, they should hold a meeting to adopt the bylaws, authorize shares, and establish corporate banking.
Issue Stock – After a corporation is formed certificates of stock need to be issued to each shareholder.
Comply with Maryland Annual Reporting Requirements – Maryland corporations are required to file Personal Property Returns with the Maryland Department of Assessments and Taxation. These reports are required to be filed each year the corporation is in business and must be filed by April 15th.
Guidance from a Maryland Business Formation Attorney
At the Law Practice of Ken Gauvey, we help our clients with business formation, structure, and governance for every type of business, including corporations, limited liability companies, and partnerships. Ken Gauvey has successfully assisted clients with all business types and sizes from their inception, through mergers and acquisitions, and even termination. In addition to helping you form your company, Ken Gauvey has years of experience advising and assisting businesses with internal governance and operation questions, conflicts, and inquiries. For more information, or to schedule an appointment, contact us today at (410) 346-2377 or at [email protected]
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Columbia, MD 21046