How to Form an LLC in Ohio in 7 Steps
Forming a limited liability company (LLC) in Ohio requires several steps including naming your LLC, choosing a statutory agent, filing articles of organization, applying for an EIN, and registering for business and tax accounts.
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A limited liability company (LLC) is a type of business entity that is popular among many small business owners and entrepreneurs. If you are ready to get started, follow our step-by-step guide to create an Ohio LLC.
7 Steps to Form an LLC in Ohio
Name Your LLC
Your first action is to determine a legally proper LLC name. Once you name your Ohio LLC, your next step will be to protect the name.
Ohio law requires that the business name be unique and different from any other company’s name. Additionally, under ORC Ann. §1706.07, the name you select must:
- Include the words “limited liability company” or “limited,” or the abbreviations “LLC,” “L.L.C.,” or “Ltd,”
- Not be offensive or contain an ethnic or religious slur
- Not confuse people that your LLC is a government agency
Search the Business Name. Search the Ohio business organization database to make sure that the name is not in use by any other Ohio company. You may also want to ensure that the internet domain name is available. Look up your name on search engines to see if anyone else is using it. Finally, check the name with the United States Patent and Trademark Office (USPTO). You don’t want to infringe on a registered trademark or tradename.
Reserve Your Business Name. The state allows you to reserve the name for 180 days before registering it, if you want, using Form 534B for that name reservation.
Protect Your Business Name. Now that you have established a business name, you want to be sure no one else can use it in business or on the internet. Register your business name as a domain name for your business website. If you want to do business nationally or operate in several other states, you should trademark the name with the USPTO. Once you receive your federal trademark, you can apply to the Ohio Secretary of State to register it as an Ohio trademark or service mark. You may also trademark the name with just the state, without a federal trademark.
Additionally, if you are doing business as a DBA (or trade name), you must register that fictitious name with the Ohio Secretary of State using Form 534A.
Get a Statutory Agent
Under ORC Ann. §1706.09, the state of Ohio requires an LLC to appoint a statutory agent for service of process before formally registering with the state. Other states refer to the statutory agent as a “registered agent.” A statutory agent receives legal documents on behalf of the LLC. An Ohio registered agent can be an individual or a company; however, they must have a physical street address in Ohio. An LLC owner often chooses a professional registered agent service to serve as the statutory agent.
File Your Articles of Organization
You are now ready to compose and file your Ohio articles of organization with the Ohio Secretary of State.
Under ORC Ann. §1706.16, your Ohio articles of organization should contain the following information:
- Name of LLC
- The effective date of the LLC (optional)
- LLC’s period of existence (optional; there is no end date)
- Purpose of the LLC (optional)
- Name, contact information, and signature of the statutory agent
- Name and signature of the member, manager, or company representative filling out the articles
- State and date of original filing if a foreign (out of state) LLC
The articles of organization are then filed with the Secretary of State using Form 610 for domestic (Ohio) companies. There is a $99 filing fee. The process takes seven to ten business days, but you can expedite the process for an additional fee.
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Draft an LLC Operating Agreement
While Ohio does not require business owners to create an operating agreement, doing so is in your best interest. An LLC operating agreement lays out the internal structure of your LLC business and clarifies procedures and rules. It often includes:
- Each member’s percentage of ownership
- If it is manager-managed or member-managed
- Voting rights
- Responsibilities of managers and members
- How to distribute profits and losses
- When to hold member meetings
- Rules for buying out members’ interests
- Dissolution procedures
Get an EIN
An Employer Identification Number (EIN) is a Federal Tax Identification number or a federal employer identification number assigned by the Internal Revenue Service (IRS) to identify businesses. It is like a Social Security number for your LLC. It is used for paying taxes and for doing withholding for employees. It is free to apply for and can be obtained from the IRS website.
An EIN is only required if you have more than one member or if you have one member and will have employees. Sole proprietor LLCs are not required to obtain an EIN unless they plan to hire employees.
Set Up Business and Tax Accounts
Once you start an LLC in Ohio, you should open a business banking account and register for taxpayer accounts with the state and local governments. The Ohio Small Business Development Center (SBDC) has a starting your business in Ohio guide about tax and business registration.
Check for Additional Federal or State Requirements
Check state and federal websites to determine if there are any specific rules for your business. For example, some LLCs may have to file a Beneficial Ownership Information Report (BOIR) with FinCEN. Under current law, LLCs created in the United States are “domestic reporting companies” and are exempt from the BOIR requirement.
However, laws may change, so stay up to date with state and federal requirements.
Business and Tax Requirements in Ohio
Be sure to register with the Ohio Department of Taxation so you can pay business taxes. If you plan to hire employees, you must set up accounts for withholding, unemployment insurance, and workers’ compensation. And you may need business licenses and permits for your LLC.
State Business Tax
If your LLC is set up for pass-through taxation, meaning the LLC’s income goes on the members’ individual income tax returns, there is no Ohio state tax. However, when your gross sales reach $6 million, you are liable for a Commercial Activity Tax.
State Employer Taxes
If you hire employees, even if they are also LLC members, you must handle payroll, withholding, and employment taxes. The state published a hiring guide for Ohio employers. When hiring employees, you must set up accounts for the following:
- Employee Withholding. Complete Tax Withholding and School District Withholding Agent application (Form IT-1) with the Ohio Department of Taxation
- Unemployment Insurance. Complete Report to Determine Liability (Form JFS20100) with the Ohio Department of Job and Family Services.
- Workers’ Compensation. Complete the application for Workers’ Compensation Coverage (Form U-3) with the Ohio Bureau of Workers’ Compensation.
- New Hire Reporting. You must register new employees within 20 days of the hiring date with the Ohio Directory of New Hires.
Sales and Use Tax
If you are a vendor and sell to the public, you will have to register for a vendor’s license with the Ohio Department of Taxation through the Ohio Business Gateway site. You must collect and remit the Ohio sales tax paid by your customers. The current state sales tax rate in Ohio is 5.75 percent.
And Ohio has a Commercial Activity Tax. Effective in 2025 and beyond, if your gross sales reach $6 million, you must pay the CAT.
Business License and Permits
Check with your local government to determine if you need a business license in your area or for your industry. The Ohio Small Business Development Center (SBDC) has a tax and business registration checklist for specific occupations and businesses.
Registration in Other States
You must register as a foreign LLC if you want your LLC to operate in another state. You may have to show a certificate of good status issued by the Ohio Secretary of State. Once the state accepts your LLC as a foreign LLC, you file annual franchise tax reports with the Secretary of State’s office in that state. And you or your LLC may pay state taxes in that jurisdiction.
Annual Requirements in Ohio
Unlike other states, Ohio does not require LLCs to file annual reports or pay annual fees to keep the LLC in good standing.
Ohio LLC Formation FAQs
The initial fee for establishing an LLC in Ohio is $99.
You can form several types of LLCs in Ohio. An LLC can be a single-member LLC with just one owner or a multi-member LLC with more than one owner. However, Ohio does not have a separate business entity for PLLCs, which are limited liability companies formed by professionals. Instead, an LLC owner providing professional services forms an LLC.
Articles of organization is the initial document establishing your LLC in Ohio. A copy of the articles of organization proves that your LLC is authorized to do business in Ohio.
You may need to show the articles of organization to your bank, lender, or state licensing board. You can get a copy of the LLC registration from the Secretary of State.
If you want to register your LLC as a foreign LLC or apply for a bank loan, you may need a certificate of good standing. In Ohio, the certificate of good standing is a “full force and effect” certificate. A full force and effect certificate verifies that your LLC is properly formed, complied with state law, and is authorized to do business in Ohio. You can obtain the certificate online. Or you can pick it up in person at the Ohio Secretary of State office or have it mailed to you. The fee is $5. You will receive an email when the certificate is available.
There are only a few requirements to form an LLC in Ohio:
- An LLC business name
- A statutory agent and statutory agent signature
- Completed articles of organization
- Payment of the $99 application fee
You do not need an operating agreement for an LLC in Ohio; however, it is good to have one for other business reasons.
A limited liability company is a popular business structure for a number of reasons, specifically:
- Limited personal liability protection. Members’ personal assets are separate from business debts and lawsuits.
- Less maintenance. LLCs have fewer reporting and recordkeeping requirements than other entities, including corporations.
- Avoidance of double taxation. If the LLC is a pass-through entity, the profits and losses appear on the member’s personal tax returns.
- Low cost. Ohio LLCs do not pay an annual fee or file an annual report.
Fortunately, there is little to do to maintain your LLC in Ohio. There is no annual report to file or annual fee to pay. You must still keep your business taxes and filings up to date with government agencies.
No, articles of organization is the document you file to establish your LLC in Ohio. This is a public record. An operating agreement is an internal company document similar to corporate bylaws outlining the management structure and rules of the business. You do not submit the operating agreement to the state.
You may need an operating agreement to open a business account or get a bank loan. Banks, accountants, lawyers, and other professionals may ask for an operating agreement before working with your LLC. You should keep a copy of your operating agreement on file with your other business records.
Yes. If you want to use a different name for your business than the legal name registered with the state of Ohio, you can do so by filing for a fictitious name or tradename. If you file a fictitious business name, it does not have to differ from other Ohio business names. In other states, a fictitious name is called a DBA or "doing business as." However, if you file a trade name, it must be distinguishable from other Ohio business names. In Ohio, you file for a fictitious or trade business name by filing a name registration with the Ohio Secretary of State. The fee for filing a name registration is $39.
Depending on your type of business, you may need business licenses and permits. Check with your local city and county offices for their requirements. The Ohio Small Business Development Center (SBDC) has a checklist for business license requirements based on the industry.
Yes, you can use the Ohio business portal to file your articles of organization online.
The Ohio Secretary of State designates separate P.O. box numbers for different forms, so you should always mail forms to the address listed on them.
The address for filing articles of organization is:
Ohio Secretary of State
Regular Filing
P.O. Box 670
Columbus, OH 43216
If you would like to file a form in person, you must call 877.767.3453 (877-SOS-OHIO) for an appointment.
Yes. Many LLC owners use a registered agent service company to draft and file articles of organization, serve as a statutory agent, and maintain the LLC’s good standing. There are many benefits to using a registered agent service company, such as:
- Keeping lawsuits away from your place of business. The agent accepts service of process at their address, keeping lawsuits away from your business operations and your customers.
- Maintaining privacy. The agent provides an address for your business, so your home or business address is not part of the public record.
- Assisting your business operations. The agent forwards your mail and helps with LLC paperwork. If you need a copy of your articles of organization or full force and effect certificates, they can help you.
- Availability during regular business hours. Depending on your business, you may not have an office to accept service of process or legal documents.
An LLC formed in the state of Ohio is called a domestic LLC. If you have LLC created in another state, it is called a foreign LLC. For the foreign LLC to do business in Ohio, it must file a Registration of a Foreign Limited Liability Company.
If you want your Ohio LLC to do business in another state, you must register as a foreign LLC in that state. Contact the Secretary of State’s office in the new state for the registration requirements. You may need a full force and effect certificates for your LLC issued by the Secretary of State. You should also check to see if your Ohio LLC name can be used in that state or if you need to file for a fictitious name or DBA name.
If you have an LLC in another state but want to do business in Ohio, you must register as a foreign LLC. To register in Ohio, you must:
- Have an acceptable business name
- Have a statutory agent in Ohio
- Complete Registration of a Foreign Limited Liability Company
- Pay the $99 registration fee
You will want to search your LLC’s business name in the Secretary of State’s name search database to see if your LLC name is available.
To dissolve a business in Ohio, you must first follow any dissolution procedures outlined in your LLC operating agreement. Then close all LLC tax and business accounts. Only then can you file a certificate of dissolution with the Secretary of State and pay a $50 fee.
You may have heard of an anonymous LLC, but Ohio does not permit anonymous LLCs. An anonymous LLC does not reveal the LLC’s member names in the articles of organization which is a public record. Only Delaware, Nevada, New Mexico, and Wyoming have anonymous LLCs.
Disclaimer: The information presented here does not constitute legal advice or representation. It is general and educational in nature, may not reflect all recent legal developments, and may not apply to your unique facts and circumstances. Consider consulting with a qualified business attorney if you have legal questions.
How to Start an LLC in Other U.S. States
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