Maryland foreign registration nexus rules

Maryland requires foreign entities to register with the State Department of Assessments and Taxation (SDAT) before conducting any "interstate or foreign business" within the state. Under Maryland Corporations and Associations Code Title 7, Subtitle 2, any business entity formed outside Maryland must obtain registration when engaging in sustained or recurring business activities that establish a substantial presence in the state.

Understanding when your business activities exceed Maryland's registration threshold is essential for maintaining legal standing and avoiding the severe operational consequences that result from non-compliance.

When foreign registration is required in Maryland

Maryland's standards for determining "doing business" obligations focus on whether a foreign entity establishes sustained or recurring business activities within the state, such as operating offices, signing contracts, employing staff, or earning revenue from Maryland operations. 

The determination centers on the pattern and frequency of business engagement rather than any single transaction or specific dollar threshold.

Maryland's definition of "doing business"

Maryland law does not provide an exhaustive statutory list of activities that constitute "doing business," instead relying on the broader concept of conducting "interstate or foreign business" within the state. 

However, Maryland courts and regulatory guidance indicate that registration is required when foreign entities engage in regular, ongoing commercial activities that establish a substantial business presence in Maryland.

Activities that do not require foreign registration in Maryland

Maryland provides safe harbor exemptions for certain activities that alone do not constitute "doing business," including:

• Maintaining or defending legal proceedings, suits, claims, or disputes in Maryland courts
• Holding internal meetings of partners, members, shareholders, or directors in Maryland
• Maintaining bank accounts in Maryland without conducting regular business operations
• Conducting isolated transactions that are completed within a reasonable time and not part of repeated business
• Foreclosing on mortgages or deeds of trust on Maryland property
• Acquiring, holding, or disposing of property obtained through foreclosure or similar legal remedies

Physical presence triggers

Maryland's registration requirements are clearly triggered by establishing physical operations within the state. Any foreign entity that maintains a physical office, warehouse, retail location, or other business facility in Maryland must register before conducting operations. 

Similarly, hiring employees who regularly work in Maryland—whether at a physical location or remotely from their Maryland residence—creates a registration obligation.

Property ownership and business use requirements also trigger registration when the property is actively used in business operations rather than held passively. Regular business meetings, client services, or sales activities conducted from Maryland locations establish the kind of sustained presence that requires registration.

Economic activity thresholds

Maryland does not establish specific economic thresholds for foreign registration requirements. Instead, the state uses subjective standards that focus on the "substantial part of ordinary business" test and regular, continuous business activity factors. 

Courts consider the duration, frequency, and significance of activities, along with economic dependence or market focus factors, when determining whether registration is required.

The emphasis is on whether Maryland operations represent a meaningful component of the entity's overall business rather than meeting specific revenue amounts or transaction volumes. Any pattern of business activity that goes beyond isolated transactions and establishes Maryland as a regular place of business typically triggers registration requirements.

Digital business considerations

Maryland has not issued specific guidance for digital economy businesses, but traditional "doing business" principles apply to SaaS providers, e-commerce businesses, and companies with remote employees. 

Online sales into Maryland alone typically do not require registration; however, establishing customer service operations, providing regular on-site support, or having employees working from Maryland can create registration obligations that necessitate a case-by-case analysis.

"Doing business" activities summary table

Next steps once nexus is established in Maryland

Once your business activities approach Maryland's "doing business" threshold, you should register as a foreign entity before conducting substantial operations. Maryland law requires registration prior to conducting business activities, with significant penalties for late registration.

Consequences of operating without registration

Operating as an unregistered foreign entity in Maryland exposes businesses to serious legal and financial consequences:

• Inability to sue in Maryland courts until registration is completed and all penalties are paid
• Criminal misdemeanor charges for officers or agents conducting business
• Accumulated tax obligations and reporting requirements that continue to accrue
• Contract enforceability limitations and loss of legal standing in Maryland
• Risk of forfeiture of authority to do business in Maryland for continued non-compliance
• Loss of name protection and potential conflicts with Maryland entities

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