How to Incorporate 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

614.466.3910 telephone

Statutory Authority: General Corporation Law — Ohio Rev. Code § 1701 (2013)

Ohio Incorporation General Filing Instructions

1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Incorporation.”
3. Complete the “Original Appointment of Statutory Agent” form.
4. Submit your completed documents, along with a photocopy and your filing fees, to the Ohio Secretary of State.

Ohio Articles of Incorporation

The following information is legally necessary and sufficient to for a for-profit corporation in Ohio:

1. Return address
2. Type of service being requested
3. Company name
4. Principal office location
5. Effective date if other than filing date
6. Number, type and par value of authorized shares
7. Amount of initial stated capital, if applicable
8. Name, address and signature of statutory agent
9. Signature and printed name of each incorporator

Ohio Incorporation Fee Schedule

Name Reservation: $50.00
Articles of incorporation: $125.00
Foreign For-Profit Application for License: $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

Company Name

Your company name must end with a corporate designator. In Ohio the specific corporate designators are: “Incorporated” “Corporation” “Company” “Inc.” “Corp.” “Co.”

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.

Registered agent

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.

Optional provisions

The state provided forms ask for and specify what is legally sufficient and necessary to form an Ohio corporation. Nevertheless, Ohio permits you to add other provisions to your Articles of Incorporation as an attachment.

The most common optional provisions are the following:

☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election

Post formation and ongoing compliance

1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. Pay annual Commercial Activity Tax.

Registering as a Foreign Entity

1. Complete the “Foreign For-Profit Corporation Application for License.”
2. Attach a Certificate of Good Standing from the state of formation.
3. Submit the completed documents, along with the $125.00 filing fee, to the Ohio Secretary of State.

Dissolving an Ohio Corporation

1. Complete the “Certificate of Dissolution by Shareholders, Directors, or Incorporators.”
2. Obtain a notarized affidavit of one or more persons executing the Certificate of Dissolution identifying any counties in Ohio where the corporation has personal property.
3. Obtain a tax clearance from the Department of Taxation showing that the corporation has paid all taxes.
4. Show evidence that all personal property taxes accruing up to the date of dissolution have been paid
5. Show evidence from the director of job and family services showing that all contributions due from corporation as an employer have been paid
6. Show evidence from the bureau of workers’ compensation showing that all premiums due from the corporation as an employer have been paid
7. Submit the completed documents, along with the appropriate attachments and the $50.00 filing fee, to the Ohio Secretary of State.

How to Incorporate in Ohio
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