"Articles of Revival for the Charter of a Maryland Corporation" - Maryland

Articles of Revival for the Charter of a Maryland Corporation is a legal document that was released by the Maryland Department of Assessments and Taxation - a government authority operating within Maryland.

Form Details:

  • Released on January 1, 2018;
  • The latest edition currently provided by the Maryland Department of Assessments and Taxation;
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Download a fillable version of the form by clicking the link below or browse more documents and templates provided by the Maryland Department of Assessments and Taxation.

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Download "Articles of Revival for the Charter of a Maryland Corporation" - Maryland

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ARTICLES OF REVIVAL
FOR
(Insert exact name of corporation as it appears on records of the Maryland State Department of Assessments
and Taxation)
FIRST: The name of the corporation at the time the charter was forfeited was:
.
SECOND: The name which the corporation will use after revival is:
.
THIRD: The address of the principal office in the state of Maryland is:
.
FOURTH: The name and address of the resident agent is:
.
FIFTH: These Articles of Revival are for the purpose of reviving the charter of the corporation.
SIXTH: At or prior to the filing of these Articles of Revival, the corporation has (a) Paid all fees required by
law; (b) Filed all annual reports which should have been filed by the corporation if its charter had not been
forfeited; (c) Paid all state and local taxes, except taxes on real estate, and all interest and penalties due by
the corporation or which would have become due if the charter had not been forfeited whether or not barred
by limitations.
I hereby consent to my designation in this document as resident agent for this corporation.
Signature
Resident Agent
Note: Use A for signatures. If that procedure is unavailable see page 2 and use B, or if A & B are not available,
use C. ONLY SIGN UNDER ONE SECTION.
A. The undersigned who were respectively the last acting president (or vice president) and secretary (or
treasurer) of the corporation severally acknowledge the Articles to be their act.
Last Acting President/Vice President
Last Acting Secretary/Treasurer
Articles of Revival; Revised: 2018
Page 1 of 2
ARTICLES OF REVIVAL
FOR
(Insert exact name of corporation as it appears on records of the Maryland State Department of Assessments
and Taxation)
FIRST: The name of the corporation at the time the charter was forfeited was:
.
SECOND: The name which the corporation will use after revival is:
.
THIRD: The address of the principal office in the state of Maryland is:
.
FOURTH: The name and address of the resident agent is:
.
FIFTH: These Articles of Revival are for the purpose of reviving the charter of the corporation.
SIXTH: At or prior to the filing of these Articles of Revival, the corporation has (a) Paid all fees required by
law; (b) Filed all annual reports which should have been filed by the corporation if its charter had not been
forfeited; (c) Paid all state and local taxes, except taxes on real estate, and all interest and penalties due by
the corporation or which would have become due if the charter had not been forfeited whether or not barred
by limitations.
I hereby consent to my designation in this document as resident agent for this corporation.
Signature
Resident Agent
Note: Use A for signatures. If that procedure is unavailable see page 2 and use B, or if A & B are not available,
use C. ONLY SIGN UNDER ONE SECTION.
A. The undersigned who were respectively the last acting president (or vice president) and secretary (or
treasurer) of the corporation severally acknowledge the Articles to be their act.
Last Acting President/Vice President
Last Acting Secretary/Treasurer
Articles of Revival; Revised: 2018
Page 1 of 2
Note: Use A for signatures. If that procedure is unavailable, use B on page 2, if A & B are not available, use C.
ONLY SIGN UNDER ONE SECTION.
(Use if A cannot be signed/acknowledged)
B. The last acting president, vice president, secretary, and treasurer are unwilling or unable to sign and
acknowledge these Articles; therefore, the undersigned who represent the lessor of a majority or 3 of the
last acting directors of the corporation severally acknowledge the Articles to be their act.
Last Acting Director
Last Acting Director
Last Acting Director
(Use if A and B cannot be signed/acknowledged)
C. The last acting president, vice president, secretary, and treasurer of the corporation are unable or unwilling
to sign the Articles. There are less than the required number of directors able and willing to sign the
Articles, therefore, the undersigned who were elected as directors for the purpose of reviving the charter
of the corporation severally acknowledge the Articles to be their act.
Director
Director
Director
Articles of Revival; Revised: 2018
Page 2 of 2
Maryland State Department of Assessments & Taxation
GUIDE FOR REVIVING THE CHARTER OF A MARYLAND CORPORATION
I.
Maryland Guidelines for Drafting Articles of Revival
The enclosed guidelines for drafting Articles of Revival indicate the mandatory provisions which must be
included in Articles of Revival in order for the document to be accepted by the Maryland State Department of
Assessments & Taxation (SDAT). The guidelines do not provide any aid in drafting optional provisions to
modify the Articles of Revival to suit specific situations. Furthermore, the guidelines do not provide any advice
on the legal aspects of reviving the charter of the corporation.
II.
Requirements of the Department to Revive the Charter of a Corporation
All Personal Property Returns (Form 1) must be filed including the year in which the charter was forfeited. The
annual Personal Property Return filing fee has increased to $300 for most legal entities.
All assessments generated from the personal property reports must be certified to the subdivisions where the
property is located.
All penalties for the late filing of the reports must be paid.
All personal property taxes must be paid through the current year.
If Articles of Revival are filed between January 1 and April 15, the current year's personal property report is not
required to be filed.
If Articles of Revival are filed between April 15 and September 30, the current year's personal property report
is required to be filed, but the personal property taxes generated from that report are not required to be paid
prior to filing the Articles of Revival.
If Articles of Revival are filed between October 1 and December 31, the current year's personal property report
must be filed, assessments generated from the current year's personal property report must be certified to the
appropriate subdivisions and the personal property taxes for the current year must be paid.
A tax clearance certificate from each subdivision where assessments were certified must be submitted with the
Articles of Revival and must indicate that the personal property taxes have been paid through the current year.
NOTE: In order to inquire as to whether the personal property reports are current and/or which subdivisions
you must make application to obtain tax clearance certificates, you should contact the *Business Personal
Property division.
A notarized affidavit signed by a representative of the corporation must accompany the Articles of Revival.
An example of an acceptable affidavit is as follows:
[ I, (insert name and title) of (insert name of corporation,) hereby declare that the previously mentioned
corporation has paid all State and local taxes except taxes on real estate, and all interest and penalties due by
the corporation or which would have become due if the charter had not been forfeited whether or not barred by
limitations.
(Print name beneath signature)
I, hereby certify that on (insert date) before me, the subscriber, a notary public of the State of Maryland, in and
for (insert name of county for which notary is appointed,) personally appeared (insert name of person
swearing) and made oath under the penalties of perjury that the matters and facts set forth in this affidavit are
true to the best of his knowledge, information and belief.
As witness my hand and notarized seal (signature of notary public). My Commission expires M/D/Y]
The fee to file Articles of Revival for all corporations is $100.
Page 1 of 3
Maryland State Department of Assessments & Taxation
Guidelines for Accepted Format of Articles of Revival
III.
The Articles should be typed on standard size white paper, at least 8½ x 11 inches and not larger than legal size
paper 8½ x 14 inches.
Sample Articles of Revival:
Insert name of corporation
First: The name of the corporation at the time the charter was forfeited was:
Second: The name which the corporation will use after revival is:
Third The name and address of the resident agent are:
Fourth: These Articles of Revival are for the purpose of reviving the charter of the corporation.
Fifth: At or prior to the filing of these Articles of Revival, the corporation has:
Paid all fees required by law.
o
Filed all annual reports which should have been filed by the corporation if its charter had not been
o
forfeited.
Paid all state and local taxes, except taxes on real estate, and all interest and penalties due by
o
the corporation or which would have become due if the charter had not been forfeited whether or
not barred by limitations.
Sixth: The address of the principal office in this state is:
Note: Only required if the principal office’s address is different from the principal office address at the
time of the forfeiture of the charter.
Execution of Articles of Revival:
I hereby consent to my designation in this document as resident agent for this corporation.
Signed by Resident Agent
Note: Use only one of the following three acknowledgments:
The Articles should be signed and acknowledged by the last acting president or vice-president and
secretary or treasurer of the corporation. The following acknowledgment would be suitable:
The undersigned who were respectively the last acting president (or vice-president) and secretary
(or treasurer) of the corporation severally acknowledge the Articles to be their act. Last Acting
President (or Vice-President) and Last Acting Secretary (or Treasurer)
If the officers authorized to sign and acknowledge the Articles are unable or unwilling to do so, the lesser of a
majority or three (3) of the last acting directors may sign and acknowledge them. The following
acknowledgment would be suitable:
The last acting president, vice-president, secretary, and treasurer are unable or unwilling to sign
and acknowledge these Articles; therefore, the undersigned who represent the lesser of a majority
or three of the last acting directors of the corporation severally acknowledge the Articles to be their
act. Last Acting Director, Last Acting Director, Last Acting Director.
If there are less than the required number of directors able and willing to sign and acknowledge the
Articles, any director or stockholder may call a meeting of the stockholders and the stockholders present at
the meeting may elect a board consisting of the lesser of the number of directors required by the charter
and bylaws of the corporation or three (3) directors, who may sign and acknowledge the Articles. The
following acknowledgment would be suitable:
The last acting president, vice-president, secretary, or treasurer of the corporation are unable or
unwilling to sign the Articles. There are less than the required number of directors able and
willing to sign the Articles, therefore the undersigned who were elected as directors for the purpose
of reviving the charter of the corporation severally acknowledge the Articles to be their act.
Director, Director, Director.
Page 2 of 3
Maryland State Department of Assessments & Taxation
IV.
Other Information:
To determine if the corporate name at the time of the forfeiture is still available call 410-767-1330.
o If the old corporate name is not available, the old corporate name must be used in the caption and
Article First of the Articles of Revival.
o The new corporate name should be used in Article Second.
Individual signing the articles in more than one capacity.
o An individual who held more than one office in the corporation prior to its forfeiture cannot execute the
articles in more than one capacity unless the corporation is a close corporation or a professional
service corporation.
If legal questions regarding the revival of the charter of a corporation arise, you should consult an attorney
and/or the Corporations and Associations Article of the Annotated Code of Maryland. The Annotated Code of
Maryland can be found in most public libraries in Maryland. Title 3, Subtitle 5 of the Corporations and
Associations Code is most relevant to revivals.
Submission and Processing
Where and how do I file my documents?
By mail or in-person submissions should directed to State Department of Assessments and Taxation
Charter Division, 301 W. Preston Street; 8th Floor, Baltimore, MD 21201-2395
All checks must be made out to State Department of Assessments and Taxation. The cost to file documents
should be included with the form. A schedule of filing fees is available online at
http://dat.maryland.gov/businesses/Documents/FEES.pdf
Online business registration and document filing via the Maryland EGov Business portal. See the
Maryland Business Express link on the homepage at www.dat.maryland.gov
How long will it take to process my documents?
Regular document processing time is 4-6 weeks.
Expedited processing request will be handled within 7 business days. The expedited service fee is an additional
$50.00 for each document; other fees may also apply.
Hand-delivered documents in limited quantities receive same day expedited service between 8:30 a.m. and 4:30
p.m., Monday through Friday.
Online filed documents are considered expedited and will be processed within 7 business days.
NOTE:
Due to the fact that the laws governing the formation and operation of business entities and the effectiveness of a UCC
Financing Statement involves more than filing documents with our office, we suggest you consult an attorney, accountant
or other professional. State Department of Assessments & Taxation staff cannot offer business counseling or legal advice.
Regarding annual documents to be filed with the Department of Assessments & Taxation: All domestic and foreign legal
entities must submit a Personal Property Return to the Department. Failure to file a Personal Property Return will result in
forfeiture of your right to conduct business in Maryland
*SDAT: Business Personal Property, 301 W. Preston Street; 8th Floor, Baltimore, MD 21201
Phone: 410-767-1170, Email: sdat.persprop@maryland.gov
Revised: 2018
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