What happens if your Maryland LLC misses its Annual Report, and how to reinstate it
Maryland’s own word for it: “Not in Good Standing”, then “Forfeited”. Time limit to get back: None stated.
Checked against the Maryland State Department of Assessments and Taxation, September 2026.
- What Maryland calls it
- “Not in Good Standing”, then “Forfeited”
- Tax clearance
- Not confirmed
- Time limit to get back
- None stated
How it unfolds in Maryland
- MissedAnnual Report
- Status“Not in Good Standing”, then “Forfeited”
- The way backArticles or Certificate of Reinstatement (Maryland Business Express)
Maryland State Department of Assessments and Taxation (SDAT)
What does Maryland call a company that missed its filings?
“Not in Good Standing” (compliance lapse, before forfeiture) and “Forfeited” / “forfeiture”: SDAT’s proclamation declares that the LLC’s “right to do business in Maryland and the right to the use of the name” is forfeited. (Corporations’ charters are “repealed, annulled, and forfeited”.) Maryland does not use “administratively dissolved”.
What triggers it in Maryland?
After September 30 each year, lists are certified of every Maryland LLC that (a) has not filed its annual report with SDAT for the prior year (SDAT’s Form 1 annual report/personal property return, due April 15) or has not paid a tax before October 1 of the year after it was due (SDAT list); (b) has not paid a State tax (Comptroller list, excluding locally collected taxes); or (c) has not paid an unemployment insurance contribution or reimbursement payment (Secretary of Labor list). SDAT’s FAQ adds unpaid Form 1 late filing penalties and dishonored filing-fee checks as main causes. A missing resident agent makes a business ‘Not in Good Standing’ per SDAT but is not a listed forfeiture ground in §4A-911.
Before it happens
The Comptroller and Secretary of Labor mail notices that the right to do business and use the name will be forfeited unless amounts due are paid (non-receipt does not affect forfeiture); SDAT sends forfeiture notices and a Final Forfeiture Notice with a deadline date. After the proclamation, SDAT mails notice within ten days; an LLC that pays all taxes, UI contributions, interest and penalties and/or files the annual report due within 60 days after the proclamation has its rights reinstated as of the date of forfeiture without filing articles of reinstatement.
How do you reinstate a Maryland LLC?
“Articles or Certificate of Reinstatement for an LLC, LLP, or LP” filed with SDAT, online through Maryland Business Express (or on SDAT’s paper form). Statutory contents: the LLC’s name at forfeiture; the name it will use after reinstatement (must comply with LLC name rules); the principal office address if changed; and the name and address of the resident agent.
Where to file
Maryland State Department of Assessments and Taxation (SDAT), Charter Division, Baltimore; online via Maryland Business Express
Missed filings and fees
Yes. SDAT may not accept articles of reinstatement unless all annual reports that were required, or would have been required had the right to do business not been forfeited, are filed, and all UI contributions, State and local taxes (except real estate), interest and penalties are paid.
Is there a deadline to reinstate a Maryland LLC?
No statutory time limit stated for filing articles of reinstatement (§4A-915 contains none). Separately, cure within 60 days after the proclamation reinstates rights automatically as of the forfeiture date (§4A-912(b)).
Do you need tax clearance in Maryland?
Not yet confirmed against the Maryland State Department of Assessments and Taxation — check with the office.
What happens to the company name meanwhile?
No protection: forfeiture includes forfeiture of “the right to the use of the name”. Articles of reinstatement must state the name the LLC will use after reinstatement, which must comply with the LLC naming rules - so if the old name has been taken, a different name must be used.
What changes once it is fixed?
SDAT’s acceptance of articles of reinstatement is conclusive evidence (except in proceedings by the State or its subdivisions) of payment of all fees, taxes and UI amounts, filing of all reports, and reinstatement of the right to do business. The LLC statute does not expressly say reinstatement by articles relates back; only the 60-day cure under §4A-912(b) reinstates “as of the date of forfeiture”. Forfeiture never impairs contracts or acts done before or after forfeiture or the LLC’s right to defend suits; knowingly transacting business for a forfeited LLC is a misdemeanor, but prosecution may not be instituted after articles of reinstatement are filed.
What changes for corporations in Maryland?
Corporations: the forfeiture proclamation declares the charter “repealed, annulled, and forfeited” and the corporation’s powers “inoperative, null, and void” (§3-503) - the corporation’s existence is forfeited, not just the right to do business. The cure filing is “Articles of Revival” (§3-507), signed by any two of the last acting officers (or last directors / a stockholder-elected board), and must state it is for the purpose of reviving the charter (§3-508). Same preconditions: all annual reports filed and all taxes, UI amounts, interest and penalties paid (§3-509). Revival validates acts done in the corporation’s name while the charter was void and restores its assets (§3-512).
What should you file first?
Ask the Maryland State Department of Assessments and Taxation whether a tax clearance is needed before you file. We have not confirmed that answer against a primary source yet.
The filing
Articles or Certificate of Reinstatement (Maryland Business Express)
Where it goes
Maryland State Department of Assessments and Taxation (SDAT), Charter Division, Baltimore; online via Maryland Business Express
What does Maryland ask you to file, so it does not happen again?
| Obligation | Form | Due | If late |
|---|---|---|---|
| LLC formation | Articles of Organization | At formation | N/A |
| Annual Report (with the Business Personal Property Return where property is owned, leased or used) | Annual Report / Form 1 | April 15 each year; a two-month extension to June 15 is available if requested through SDAT’s online extension system by April 15 | A late filing penalty applies, the entity falls out of good standing, and continued failure leads to forfeiture of the right to do business in Maryland |
| Change of resident agent or principal office | Resolution to Change Principal Office or Resident Agent | When the agent or principal office changes | N/A |
From the same Maryland record as the Maryland resident agent page. State fees change; we confirm current amounts with you before anything is filed.
Put every recurring Maryland deadline in your calendar with the compliance calendar, or see what Maryland requires of your resident agent.
Which Maryland laws govern it?
Md. Code, Corporations and Associations §4A-911 (forfeiture lists and proclamation), §4A-912 (notice; 60-day cure), §4A-913 (correction of mistaken forfeiture), §4A-915 to §4A-918 (reinstatement by articles of reinstatement: availability, contents, preconditions, effect of acceptance), §4A-919 (misdemeanor to transact business knowing of forfeiture), §4A-920 (validity of contracts).
Sources, checked September 2026:
- Maryland General Assembly— Corps. & Ass’ns §§4A-911 to 4A-920
- Maryland General Assembly; Maryland Business Express (SDAT)— Md. Code, Corps. & Ass’ns §4A-911(d); Business Express ‘Maintain Good Standing Status’
- Maryland General Assembly; Maryland Business Express (SDAT)— Corps. & Ass’ns §4A-911(a)-(c); Business Express Business FAQs ‘What is a forfeiture?’
- Maryland General Assembly— Corps. & Ass’ns §§4A-911(a)(2)-(3), (b)(2)-(3), 4A-912; Business Express Business FAQs
- Maryland General Assembly; Maryland Business Express (SDAT)— Corps. & Ass’ns §§4A-915, 4A-916; Business Express ‘Make Changes to Your Business’
- Maryland Business Express (SDAT)— Business Express ‘Make Changes to Your Business’
- Maryland General Assembly— Corps. & Ass’ns §4A-917
- Maryland General Assembly— Corps. & Ass’ns §§4A-911(d), 4A-916(2)
- Maryland General Assembly— Corps. & Ass’ns §§4A-912(b), 4A-915
- Maryland General Assembly— Corps. & Ass’ns §§4A-912(b), 4A-918, 4A-919, 4A-920
- Maryland General Assembly— Corps. & Ass’ns §§3-503, 3-507, 3-508, 3-509, 3-510, 3-512
Checked against the Maryland State Department of Assessments and Taxation (SDAT) and the statutes above · Last checked September 2026. Not legal advice: the filing office has the final word on your entity.
Maryland
Behind on a Maryland filing?
Send us the entity and any notice you received. A compliance check shows where it stands with the Maryland State Department of Assessments and Taxation, and state fees are confirmed with you before anything is filed.