Catch 22 trying to revive a forfeited corporate charter


Ten years ago I formed an S-Corp in Maryland with myself as the sole shareholder and director. Unfortunately I didn't have a handle on making all the required tax filings and payments, and the company's charter was forfeited, even as the business grew.

Now, after spending many thousands of dollars I have caught up on all back paperwork and taxes, and am ready to file articles of revival. The problem is that the Maryland guidelines say this:

"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."
What is meant by "close corporation" is that some states (including Maryland) have a special designation for closely-held companies, which exempts them from having to observe most corporate formalities such as board meetings, minutes, etc.

The Catch 22 is this: I can't file the articles of revival until I have filed the election to become a close corporation. And, I can't file the election to become a close corporation until the corporation has been revived, because it's currently not a legally-recognized entity.

One thing which has been suggested to me is to get a second person to temporarily sign the articles of revival as a director, revive the charter, and then remove them. But, wouldn't that be placing a certain amount of liability and/or risk on that person's shoulders, for the period of time that they are a director? I wouldn't want to do that to someone without them being fully informed as to what they were getting into.

I can't afford a lawyer, as it took every last penny to pay the back taxes. And, the state won't answer any questions - they actually hang up the phone on incoming calls(!) I am trying to work through this on my own. Thus, I greatly appreciate any advice or suggestions others may have.

Incorporation Corporate Structure Corporation Corporate Legal Entity

asked May 16 '12 at 08:26
Maryland Business Owner
6 points
  • You need to contact a lawyer ASAP. They are really the people who can help. – Jacob 9 years ago
  • Really, get a lawyer or give up. You messed up once. You are about to mess up a second time. – Alain Raynaud 9 years ago

4 Answers


Is it as simple as having this person sign an agreement that they will resign the position and surrender ownership to you upon a certain date after the revival is complete?

There are probably legal/tax implications to research but an agreement should be a good safeguard.

answered Jan 11 '13 at 17:31
Casey Software
1,638 points


There is no risk adding a person as an independent director. For that person to be liable you have to really be doing shady stuff. As a director they are covered under the corporate veil, which is next to impossible to pierce in most states.

answered Sep 9 '13 at 10:52
820 points


I don't see what the risk would be if someone just signed the document and resigned, and wasn't appointed as a corporate officer. Can't the person sign as an "Authorized Signatory" or the like?

answered Feb 11 '13 at 04:32
1,747 points


If you've been operating all these years without an active corporation, then your business has been operating de facto as a sole proprietorship (or general partnership if you have multiple owners) with unlimited liability towards your personal assets. Therefore the business' assets, ip, and even trademarks acquired/developed from the time the corporation's charter went inactive belong to you as a sole proprietor, which you can reassign to a new corporate entity. Note, however, that there may be tax consequences to assigning now-valuable business assets to a new corporate entity and that you may have to correct erroneous tax returns that were filed in the name of the inactive corporate entity (fortunately, since you made an S-Election, you had pass-through tax treatment so the tax owed would have matched that of a sole-proprietorship). When was your corporation officially "forfeited"?

answered May 16 '12 at 09:43
Henry The Hengineer
4,316 points
  • I appreciate the suggestion, however the corporate charter was forfeited in 2004. In terms of tax preparation fees, it would be a prohibitively expensive nightmare to retract 8 years of now-correctly-filed state and federal returns, file 8 years of amended personal returns, and form a new corp. At this point, the company is in perfect standing with the tax authorities, and a simple submission to the charter authority will fix everything - *if* I can figure out a way around the Catch 22. – Maryland Business Owner 10 years ago
  • You may not have to retract any federal returns since all S-corp income was already treated as pass-through income on your personal income tax statements. What kind of back taxes did you pay? Were the back taxes you paid for federal corporate income, state corporate income, or state franchise taxes? – Henry The Hengineer 10 years ago

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