How to Form an LLC in Ohio
To form an LLC in Ohio, here's everything you need to know.
1. Choose a Name for Your LLC
Under Ohio law, an LLC name must include one of the following: “limited liability company,” “limited,” “LLC,” “L.L.C.,” “ltd.,” or “ltd."
Your LLC’s name must be distinguishable from the names of other business entities already on file with the Ohio Secretary of State. Names may be checked for availability at the Ohio Secretary of State business name database.
You may reserve a name for 180 days by filing a Name Reservation (Form 534-B) with the Ohio Secretary of State. The application must be filed by mail. The filing fee is $39.
2. File Articles of Organization
An Ohio LLC is created by filing Articles of Organization for a Domestic Limited Liability Company (Form 533 A) with the Ohio Secretary of State. The articles must include: the LLC's name and address; the name, address, and signature of the LLC’s registered agent; and the dissolution date, if any. The articles can be filed online or by postal mail. The filing fee is $99.
3. 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 it is sued. The registered agent may be a 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; but the agent must certify by checking the appropriate box in the articles of organization that the individual is an Ohio resident.
All of the paperwork and procedural steps to start a limited liability company in Ohio can be done online using Nolo's Ohio Online LLC Formation application.
4. Prepare an Operating Agreement
An LLC operating agreement is not required in Ohio but is highly advisable. For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC. If an operating agreement is created, it need not be filed with the Articles of Organization.
5. Publication Requirements
6. Comply With Other Tax and Regulatory Requirements
Additional tax and regulatory requirements may apply to your 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 (www.irs.gov). 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.
Department of Taxation: In some cases, for example 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 state LLC tax registration, see Nolo's article LLC Annual Report and Tax Filing Requirements: A 50-State Guide.
7. No Annual Reports
Unlike most other states, Ohio does not require LLCs to file annual reports.
8. Foreign LLCs Doing Business in Ohio
To do business in Ohio, all LLCs organized outside of the state must register with the Ohio Secretary of State. Foreign LLCs must appoint a registered agent for service of process. The agent may be (1) an Ohio resident, (2) an Ohio corporation, or (3) a foreign corporation that has a place of business and is licensed to do business in Ohio. However, an individual agent may provide a P.O. box as the agent address; but the agent must certify by checking the appropriate box in the registration that the individual is an Ohio resident.
To register, file a Registration of a Foreign Limited Liability Company (Form 533 B). The application must be filed by postal mail. The filing fee is $99.
The completed application must be accompanied by a certificate of legal existence or good standing from the foreign LLC’s home state, dated no more than 60 days prior to the filing of the certificate.
Before filing, make sure the LLC’s name is available in Ohio by checking the Ohio business name database. If the name is not available, the foreign LLC must adopt a trade name for use in Ohio. File a Trade Name Registration application (Form 534 A) with a $39 fee. The form may be filed by postal mail or online.