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.
- Choose a name for your Ohio LLC
- Appoint a registered agent
- File articles of organization
- Prepare an operating agreement
- Get an EIN & comply with other tax and regulatory requirements
Why File for an LLC in Ohio?
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)?
Step 1. Choose a Name for Your Ohio 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:
- limited liability company
- ltd., or
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.
Using a Trade Name
You don't have to use your LLC's official legal name registered in your Articles of Organization when you do business out in the real world. Instead, you can use a trade name, also called an assumed name, "DBA" (short for doing business as), or a fictitious business name. To do so in Ohio, you must register your trade name with the Ohio Secretary of State. To register, file a Name Registration
with the Secretary of State online
or by mail. The filing fee is $39. For more on registering business names, see How to Register a Business Name
Step 2. Appoint a Registered Agent
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.
Step 3. File Articles of Organization
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:
- the LLC's name
- the effective date of Articles--upon filing or a later date
- term of the LLC (if not perpetual)
- LLC's purpose (optional)
- address, email, and phone number
- the name, address, and signature of the LLC's registered agent, and
- signature of LLC a member, manager, or authorized representative
You can file the articles online or by postal mail. The filing fee is $99.
Step 4. Prepare an Operating Agreement
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.
Step 5. Get an EIN & Comply With Other Tax & Regulatory Requirements
Additional tax and regulatory requirements may apply to your Ohio LLC. These may include:
- EIN: If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if it will have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online EIN application on the IRS website. There is no filing fee.
- Business Licenses: Depending on its type of business and where it is located, your LLC may need to obtain other local and state business licenses. For local licenses, check with the clerk for the city where the LLC's primary place of business is located (or county if it is in an unincorporated area). For state license information, consult the checklist section in the Start a Business page at business.Ohio.gov. For more information, see How to Get a Small Business License in Ohio.
- Department of Taxation: If you have employees or will be selling goods and collecting sales tax, you'll need to register with the Ohio Department of Taxation (DOT). For most tax purposes, you can register online through the Ohio Business Gateway (OBG) or by mail using the correct form (check the OBG site for details). Ohio also has a Commercial Activity Tax that applies to most Ohio business entities including SMLLCs. For more information on Ohio LLC tax registration, see Ohio LLC Annual Filing Requirements.