Frequently asked questions about starting and running an LLC, or limited liability company.
A limited liability company (LLC) is a common choice for new and small business owners, and for good reason. LLCs are relatively easy to form and maintain, and they provide LLC owners with personal liability protection from business debts and lawsuits. If you're 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.
Ohio significantly revised its LLC laws effective February 2022 so you should make sure you're up to date on the current state law. 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 our article on how to start an LLC.)
You should choose a unique name for your LLC. Ohio law requires that your LLC's name be distinguishable from the names of other business entities already on file with the Ohio Secretary of State (SOS). In other words, your business name must be different from any other business name that's been registered in Ohio. (Ohio Rev. Code § 1706.07 (2023).)
You can check to see whether the name you want for your business is available on the SOS's business name database.
In addition to being distinguishable, your LLC's name must also include an entity designator to show that your business operates as an LLC. Under Ohio law, an LLC name must include one of the following:
(Ohio Rev. Code § 1706.07 (2023).)
If you've chosen a name but aren't ready to register your business with the SOS, then you can reserve your business name until you're ready to file your articles or organization. You can reserve a business name for 180 days by filing a Name Reservation application (Form 534B) with the SOS. (Ohio Rev. Code § 1706.07 (2023).)
You can mail Form 534B to the SOS or file your reservation online through Ohio Business Central. As of 2023, the filing fee to reserve a business name is $39.
Every Ohio LLC must have an agent for service of process in the state. This agent is an individual or business entity that agrees to accept legal papers on the LLC's behalf if someone sues the company. In most states, this person or entity is known as the "registered agent," but in Ohio law, the more common term is "statutory agent." The agent can be an Ohio resident or a domestic or foreign business entity authorized to do business in Ohio. (Ohio Rev. Code § 1701.07 (2023).)
An Ohio LLC is created by filing articles of organization with the SOS. The articles must include:
(Ohio Rev. Code § 1706.16 (2023).)
You can file the articles online with Ohio Business Central or by mail using Form 610. As of 2023, the filing fee is $99.
The Ohio SOS provides a business forms and fee schedule webpage where you can access the forms you need to create your LLC.
An LLC operating agreement isn't required in Ohio, but creating one is strongly recommended. This governing document establishes the rights, powers, duties, liabilities, and obligations of the members and managers among themselves and to the LLC. Your agreement should also lay out how the LLC will be run, specifically whether it'll be member-managed or manager-managed. The operating agreement is purely an internal document and isn't filed with the SOS.
EIN. If your LLC has more than one member, it must obtain a federal employer identification number (EIN), even if it has no employees. If you form a single-member LLC, you must obtain an EIN for your LLC only if either you elect to have your business taxed as a corporation instead of a sole proprietorship (disregarded entity) or your single-member LLC has employees. You may obtain an EIN by completing an online EIN application on the IRS website. There's no filing fee.
Business Licenses. Depending on your business activities and location, 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's in an unincorporated area). For state license information, consult the checklist on Ohio's start a business webpage. For more information, read our article on how to get a small business license in Ohio.
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. 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 single-member LLCs. For more information on Ohio LLC tax registration, see Ohio LLC Annual Filing Requirements.