How to Form a Professional Corporation in Maryland

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Overview

Forming a professional corporation in Maryland comes with numerous benefits. It allows professionals, such as doctors, lawyers, accountants, and engineers, to provide their services in a more structured and organized manner, protecting them against personal liability. This article will guide you through the process of forming a professional corporation in Maryland.

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Step 1: Choose a Name for Your Professional Corporation

The first step in forming a professional corporation in Maryland is to choose a name that complies with the appropriate regulations. The name should include a recognizable identifier, such as "Professional Corporation," "P.A.," or "P.C." Additionally, the name should not be too similar to existing corporations in the state.

Before finalizing your chosen name, conduct a thorough search on the Maryland State Department of Assessments and Taxation (SDAT) website to ensure its availability. Once you have found an available name, you can reserve it for 120 days by filing an Application for Reservation of Name with the SDAT.

Step 2: Draft and File Articles of Incorporation

The next step is preparing and filing the Articles of Incorporation with the SDAT. This document officially establishes your professional corporation in Maryland. The following information must be included in the Articles of Incorporation:

- The name and address of the corporation

- The purpose of the corporation

- The names and addresses of the incorporators

- The type of professional services to be provided

- The number of authorized shares of stock

- The name and address of the resident agent

You will also need to include a cover sheet and pay the necessary filing fee when submitting the Articles of Incorporation.

Step 3: Prepare Bylaws and Initial Directors Meeting

After the Articles of Incorporation are approved by the SDAT, you need to prepare bylaws for your professional corporation. Bylaws serve as the internal rulebook that governs the operations and decision-making processes of your corporation. They outline the roles and responsibilities of the directors, officers, and shareholders.

It is essential to keep your bylaws up to date and in compliance with Maryland laws and regulations. Seek legal advice to create bylaws that best suit your professional corporation.

Additionally, hold the initial directors meeting to appoint officers, authorize stock issuance, and approve other important matters.

Step 4: Obtain the Necessary Licenses and Permits

In order to legally operate your professional corporation, you must obtain the necessary licenses and permits. The requirements can vary depending on your profession. For example, doctors may need to obtain a license from the Maryland Board of Physicians, while lawyers would need to be admitted to the Maryland State Bar.

Research the specific licensing and permitting requirements for your profession and make sure you comply with all regulations before launching your professional corporation.

Step 5: Register with the IRS and Maryland Tax Agencies

Now that your professional corporation is legally formed, you must register for an employer identification number (EIN) with the Internal Revenue Service (IRS). The EIN serves as the unique identifier for your corporation for tax purposes.

Additionally, you must register with the Maryland Comptroller of Maryland for state tax purposes. This includes registering for sales and use tax, employer withholding, and any other applicable tax obligations.

Keeping your tax registrations in good standing is crucial to ensuring compliance with federal and state tax agencies.

Step 6: Maintain Ongoing Compliance

Once your professional corporation is up and running, it's essential to maintain ongoing compliance with state regulations. This includes filing an Annual Report with the SDAT, maintaining proper meeting records, and adhering to all local, state, and federal requirements.

An effective way to ensure ongoing compliance is by seeking guidance from a qualified attorney or business professional to stay updated on any changes in regulations that may affect your professional corporation.

Conclusion

Forming a professional corporation in Maryland can provide many benefits as a professional. By following the steps outlined in this article, you will be well on your way to forming a legal and compliant professional corporation. Remember to seek guidance from professionals who specialize in Maryland law to ensure that your corporation follows all necessary regulations and remains in good standing. Good luck on your professional journey!

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How to Form a Professional Corporation in Kansas

Forming a professional corporation (PC) in Kansas is a complex process with several important steps. This article will guide you through the process, explaining the requirements and providing the necessary instructions for successfully establishing your professional corporation.

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What is a Professional Corporation?

A professional corporation, commonly abbreviated as PC, is a legal structure that lets professionals incorporate their practice, protecting both personal and shareholder assets. In Kansas, PC statutes apply to licensed individuals in fields such as law, medicine, architecture, accountancy, and engineering, among others.

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Step 1: Choosing a Name for Your PC

Choosing the right name is crucial for your professional corporation. The name must contain the words "Professional Corporation," "PC," "P.C.", or "Incorporated," and it should not be similar to any existing entity registered with the Kansas Secretary of State. Research the entity names database to ensure your desired name is available.

Step 2: Drafting and Filing the Articles of Incorporation

The next step is drafting and filing the Articles of Incorporation with the Kansas Secretary of State. This document serves as the legal foundation of your PC. It must include essential details such as:

1. The PC’s name and address.

2. The purpose of the corporation, specifying the field(s) of expertise.

3. The names and addresses of all initial shareholders.

4. The name and address of the registered agent who will receive legal documents on behalf of the corporation.

5. The continuity provision, which describes what will happen to the corporation in the event of incapacity or death of a shareholder.

Complete the Articles of Incorporation form provided by the Kansas Secretary of State website, ensuring all required information is accurate and well-documented. After reviewing the document, submit it along with the filing fee to the Secretary of State's office.

Step 3: Obtain Necessary Licenses and Permits

As a professional corporation in Kansas, you need to obtain the relevant licenses and permits specific to your profession. These licenses often fall under the supervision of professional boards or agencies. Conduct thorough research to identify the necessary licenses required to operate legally.

Consult the Kansas Board of Professional Engineers, Kansas Dental Board, Kansas State Board of Nursing, Kansas Behavioral Sciences Regulatory Board, Kansas Board of Healing Arts, or any other relevant board or agency, depending on your professional field.

Apply for and obtain the necessary licenses and permits before commencing operations. Failure to do so may result in penalties, fines, or legal complications.

Step 4: Ensure Compliance with Tax and Regulatory Obligations

Running a professional corporation comes with certain tax and regulatory obligations that you must adhere to. Here are the key requirements to consider:

a. Federal Employer Identification Number (EIN)

Obtain an EIN from the Internal Revenue Service (IRS) if your PC has multiple shareholders or employees. This nine-digit number will be used for tax reporting and identification purposes.

b. Kansas Business Taxes

As an employer, you may be required to collect sales tax if your PC provides taxable services. Register your corporation for Kansas sales and use tax with the Kansas Department of Revenue to remain compliant.

Contact the Kansas Department of Revenue to understand your business tax obligations comprehensively, including state income tax, unemployment insurance tax, and other related taxes.

c. Federal and State Income Tax Filings

File federal and state income tax returns for your PC. Seek guidance from a professional tax advisor or Certified Public Accountant (CPA) to ensure compliance with tax obligations and deadlines.

Step 5: Drafting Bylaws and Holding Organizational Meeting

After the Articles of Incorporation are approved, draft corporate bylaws outlining the rules and operating procedures of your PC. Include provisions regarding shareholder meetings, election of directors or officers, and any other corporate governance matters.

Hold an organizational meeting, where initial shareholders will adopt the bylaws, appoint directors and officers, and complete any additional administrative tasks required to establish the professional corporation.

Conclusion

Forming a professional corporation in Kansas requires careful attention to details, including choosing the right name, completing the articles of incorporation, obtaining licenses and permits, ensuring tax compliance, and adopting corporate bylaws. It is advisable to consult legal and tax professionals to ensure your PC formation process is smooth and compliant with all applicable laws and regulations. Following the steps provided in this article will set you on the path to establishing a successful professional corporation in Kansas.

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