When you form your Ohio limited liability company, you may or may not realize how much work it takes to keep your business state compliant. A very important compliance requirement crops up if you make changes to certain information contained in your LLC’s founding document. Then, you’ll need to file an amendment to your Articles of Organization.
If this sounds complicated, don’t worry. We are here to help you navigate the Ohio LLC amendment process. Learn more about Ohio LLC amendments in our guide below, and see how our products and services can help you stay state compliant.
What are Ohio Articles of Organization?
You must file Articles of Organization with the state to make the business legal and allow it to receive certain benefits. In the Articles of Organization, you must include information about your Ohio LLC, including:
- The name of the LLC
- LLC principal office address
- Name and address of the initial statutory agent for service of process
Other information, such as the effective date, period of existence, and LLC purpose can be included but aren’t required.
Have questions about how to form an LLC? We are here to help. Our Ohio LLC formation service can help you get started in minutes, and we can even provide you with an Ohio statutory agent to fulfill that state requirement.
Step 1: Determine if you need to amend your Ohio Articles of Organization
As discussed above, filing Articles of Organization is necessary to form your Ohio LLC. But what happens when you have to change or update certain information from the original Articles of Organization filing?
When changes do become necessary, you must update the state of any amendments. Aside from being a legal requirement, there are a number of other reasons why amending your Articles of Organization is important:
- Public information for contact purposes
- Accurate service of process for legal documents
- Compliance and auditing purposes
Don’t let your business fall out of compliance with the state. Make sure you promptly and properly amend your Ohio Articles of Organization when changes arise in the course of your business.
Failure to comply with Ohio law and amend your Ohio Articles of Organization can result in consequences for your business. One potentially serious penalty includes the inability to obtain a Certificate of Good Standing.
Also referred to as a Certificate of Existence or Certificate of Status in other jurisdictions, a Certificate of Good Standing is an important document that verifies the legal status of a business. Specifically, an Ohio Certificate of Good Standing confirms that a business has complied with its legal obligations and is able to conduct business within the state.
Often, a business must provide a current and valid Certificate of Good Standing to partake in important business activities such as:
- Doing business in other states
- Applying for a business loan
- Opening business bank accounts
The inability to take these types of actions can ultimately impact your business and its ability to secure funding. Thus, don’t fall out of compliance and risk slowing the potential growth of your business.
Step 2: Identify what to change in your Ohio Articles of Organization
If you’re wondering how to navigate the Ohio LLC amendment process, you’re not alone. Your LLC must file a Certificate of Amendment with the Secretary of State any time there’s a change to:
- The name of the LLC
- The period of the LLC’s duration
- Any other information set forth in the original Articles of Organization
Importantly, Ohio law requires you to do so within 30 days after such change occurs.
Step 3: Gather information for filing your Ohio amendment
An important step in filing your Ohio Certificate of Amendment is knowing what information you need to proceed. Specifically, your Certificate of Amendment needs to be on a form as indicated by the Secretary of State. It has to set forth the:
- Name of the LLC
- Date of filing of the original Articles of Organization that are being amended
- Particular amendment(s) to the Articles of Organization
It’s important to be as specific as possible about what amendments the LLC is changing. This can help to prevent confusion and better ensure that the appropriate amendments are made.
Additionally, Ohio permits LLCs to file a separate statutory agent update form for changes to a business entity’s statutory agent. In some cases, your LLC may choose to file this form instead of a Certificate of Amendment.
Step 4: File your Ohio LLC amendment
No matter what articles are being amended, the Certificate of Amendment must also be signed by a member, manager, or authorized representative of the LLC.
Once you complete your Certificate of Amendment, you’re ready to file with the Secretary of State. You can do so either by mail or online through the Ohio business portal. Don’t forget to include the appropriate filing fee, which can be higher if you request any expedited filing services.
Certificate of Restatement vs. Certificate of Amendment
Ohio also permits LLCs to file what’s called a Certificate of Restatement. Rather than amending specific articles, as is the case with a Certificate of Amendment, a Certificate of Restatement replaces the original Articles of Organization in its entirety. While a Certificate of Amendment must be filed within 30 days of the occurrence of a change, a Certificate of Restatement may be filed at any time.
Your LLC can file a Certificate of Restatement using the same form as for a Certificate of Amendment. Filings fees and methods are the same as well.
Ohio also provides the option of filing a Certificate of Correction to correct a previous filing that contained incorrect or inaccurate information, or to correct a filing that was signed defectively. The Certificate of Correction should:
- Describe the filing being corrected, including its filing date, or attach a copy of the filing itself
- Specify the information that is inaccurate or the signature that is defective
- Correct the inaccuracy in the filing or the defective signature
Importantly, the Certificate of Correction does not change the effective date of the filing you are correcting.
Let us help your Ohio LLC stay compliant
Keeping the state up to date on changes to your business is crucial. However, that doesn’t mean it’s easy. With everything you have on your plate as a business owner, it’s easy to let amendments and compliance issues fall behind.
Fortunately, we are here to help. With our amendment service and Worry-Free Compliance service, which includes up to two yearly amendments, we can help you stay on track and state-compliant. That way, you can get back to running and growing your business.
Disclaimer: The content on this page is for information purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
- Do I need an attorney to amend my Articles of Organization in Ohio?
Ohio doesn’t require business entities to have an attorney to file a Certificate of Amendment.
- What business changes can be reported in an Ohio LLC Certificate of Amendment form?
Any additions, deletions, or alterations to the information in an LLC’s original Articles of Organization may be reported in a Certificate of Amendment form. Examples might include changes to information like the name, duration, or purpose of the LLC.
- Is an Ohio LLC Certificate of Amendment the same as an annual report?
Ohio doesn’t require LLCs to file annual reports, unlike many other states. However, Ohio does require LLCs to inform the state after making changes to the information contained in their Articles of Organization.
- How long does it take to file an LLC Certificate of Amendment in Ohio?
With regular service, the Secretary of State can typically process Certificates of Amendment in approximately three to seven business days. With an extra fee for expedited service, the Secretary of State can process the Certificate of Amendment within two business days after it’s received.
- What will I receive from the State of Ohio when the LLC Certificate of Amendment is filed?
The Ohio Secretary of State will issue an approval certificate to the person you name on the filing form cover letter.