What is a Limited Liability Company?
Frequently asked questions about starting and running an LLC, or limited liability company.
A limited liability company (LLC for short) is a way to legally structure a business. It combines the limited liability of a corporation with the flexibility and lack of formalities provided by a partnership or sole proprietorship. Any business owner who seeks to limit his or her personal liability for business debts and lawsuits should consider forming an LLC.
Here are the steps you need to take to form an LLC in Ohio. For more information on how to form an LLC in any state, see How to Form an LLC.
LLCs are a common choice for new and small business owners, and for good reason. LLCs are relatively easy to form and maintain, and they provide personal liability protection from business debts and lawsuits. If you are looking to form an entity that provides flexibility in terms of ownership, management, and taxation, an LLC might be a good fit for your business. To learn more, see What is a Limited Liability Company (LLC)?
Your LLC's name must be distinguishable from the names of other business entities already on file with the Ohio Secretary of State. You can check names for availability at the Ohio Secretary of State business name database.
Under Ohio law, an LLC name must include one of the following:
You may reserve a name for 180 days by filing a Name Reservation (Form 534-B) with the Ohio Secretary of State. The application may be filed online or by mail. The filing fee is $39.
Every Ohio LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC's behalf if someone sues the company. The registered agent can be an Ohio resident or a domestic or foreign corporation authorized to do business in Ohio. The registered agent must have a physical street address in Ohio. However, an individual agent may provide a P.O. box as the agent address.
An Ohio LLC is created by filing Articles of Organization for a Domestic Limited Liability Company (Form 533A) with the Ohio Secretary of State. The articles must include:
You can file the articles online or by postal mail. The filing fee is $99.
An LLC operating agreement is not required in Ohio but is highly recommended. The operating agreement is the primary document that establishes the rights, powers, duties, liabilities, and obligations of the members among themselves and to the LLC. The agreement is purely an internal document and is not filed with the Secretary of State.
For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo). If you create an operating agreement, you do not need to file it with the Articles of Organization.
Additional tax and regulatory requirements may apply to your Ohio LLC. These may include:
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