How to Form an LLC in Ohio
Ohio Secretary of State – Business Services
PO Box 670 – Regular filing
PO Box 1390 – Expedited filing
180 East Broad Street – 16th Floor
Columbus, OH 43216-0670
Statutory Authority: Limited Liability Companies — Ohio Rev. Code § 1705 (2013)
Ohio LLC General Filing Instructions
1. Confirm availability of company name and reserve is necessary.
2. Complete the “Articles of Organization.”
3. Complete the “Original Appointment of Statutory Agent” form.
4. Submit the completed documents, along with a photocopy and your filing fees, to the Ohio Secretary of State.
Ohio Articles of Organization
The following information is legally necessary and sufficient to form a limited liability company in Ohio:
1. Return address
2. Type of service requested
3. Company name
4. Effective date if other than filing date
5. Duration if other than perpetual
6. Purpose of other than general
7. Name, address, and signature of statutory agent
8. Signature and printed name of each organizer
Ohio LLC Fee Schedule
Name Reservation: $50.00
Articles of Organization: $125.00
Registration of a Foreign Limited Liability Company: $125.00
Expedited Service: $100.00 – 2 business days, $200.00 – 1 business day (only available to walk-in customers), $300.00 – 4 hours (only available to walk-in customers)
Certified Copy: $5.00
Certificate of Dissolution: $50.00
Your company name must end with a limited liability company designator. In Ohio the specific limited liability company designators are: “Limited Liability Company” “Limited” “L.L.C.” “LLC” “Ltd.” “Ltd”.
Conduct an entity name search on the Ohio Secretary of State’s website to conform the availability of your company name.
If the name you want is available you can reserve it for 180 days by filing a “Name Reservation” and paying a name reservation fee of $50.00. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Ohio requires that every business entity have and maintain a registered agent in the state. The registered agent may be either an Ohio resident or active Ohio business entity that has an Ohio street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are an Ohio resident and have an Ohio street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form an Ohio limited liability company. Nevertheless, Ohio permits you to add other provisions to your Articles of Organization as an attachment.
The most common optional provisions are the following:
☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation
Post Formation and Ongoing Compliance
1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open company bank account.
5. Create and maintain company records book.
6. Pay annual Commercial Activity Tax.
Registering as a Foreign Entity
1. Complete the “Registration of a Foreign Limited Liability Company” form”
2. Submit the completed document, along with the $125.00 filing fee, to the Ohio Secretary of State.
Dissolving an Ohio LLC
1. Complete the “Certificate of Dissolution of Limited Liability Company/Cancellation of Foreign Limited Liability Company.”
2. Submit the completed document, along with the $50.00 filing fee, to the Ohio Secretary of State.