Small Business Venture Lawyers

Baltimore, Maryland

The Incorporation Process
The first step to incorporating a business, and thus obtaining the benefits of limited liability afforded to corporations, is to file, along with the appropriate filing fee (between $40.00 and $70.00), the Articles of Incorporation with the State Department of Assessments and Taxation (SDAT). The SDAT will then issue a Certificate of Incorporation.

This certificate can be obtained the same day if filed in person, otherwise it can take up to a month to be issued. At this point, while the corporation technically exists, there are still several other steps that need to be completed to ensure that limited liability is achieved. By-laws must be drafted and adopted, organizational minutes must be recorded, stock certificates must be issued and a stock-transfer agreement should be completed.

Corporation/Product Name Protection
One of the most important assets of a business is its name. While incorporating will prevent others from incorporating in the same state with the same or similar name it does not guarantee the ability to use the company name as the trademark of the products of the corporation.
Several actions may be taken to protect the corporate name and its association with your company's products. One important action is to use the name and associate it with the products. This will afford the user of the common law protection of the name. Additionally, the name may be registered with the state, which will protect the name from use by others within the state. By registering the name (or "mark") with the U.S. Patent and Trademark Office limited federal protection of the name will be obtained so as to avoid confusion in the marketplace.

Limited Liability Company
An LLC is a Limited Liability Company which is a different form of a business entity. The LLC has a number of varieties that essentially all are a combination of a Corp. and partnership which the IRS recognizes for taxation purposes. The object of an LLC is ease of operation and
management (no need for a Board of Directors or various corporate officers) as the
businesses operated by a managing member or members appointed by all of the members of the LLC. And LLC is formed by filing articles of organization with the State Department assessments and taxation. The articles of organization are equivalent to the articles of incorporation for a
corporation. The controlling document is the Operating Agreement which is equivalent to the bylaws of the Corporation.

At Cohen & Dwin, we are available to help you incorporate and protect your new business venture. Visit us for a free consultation to discuss how we can help you improve and expand your business.