Start an Ohio LLC

You’ll start by finding a name for your Ohio LLC. There are so many businesses out there, and many may be in the same industry you want to join. Having a unique name will surely differentiate you from them. Not only does it have to be unique, but it also has to follow the naming rules that Ohio has set for businesses.

Naming Requirements for Ohio LLCs

Ohio has several naming rules for businesses. The information we’ve provided below is a general breakdown of the much more detailed rules that you can find on the Secretary of State’s “Guide to Name Availability” page. There, you’ll find more rules concerning punctuation, contractions, abbreviations, tenses, and more.

General Ohio LLC Naming Rules

Under Ohio law, your business’s name must be distinguishable from the names of other companies previously registered with the Secretary of State. These include:

• Other LLCs
• Limited liability partnerships (LLPs)
• Limited partnerships (LPs)
• Domestic corporations
• Licensed foreign corporations
• Trade names
• Reserved names
• Some business names can be subject to additional naming requirements/restrictions. For example, if a business plans to use the word “trust,” “bank,” “banking,” or something similar in its name, it must have approval by the Ohio Department of Commerce – Division of Financial Institutions before filing its Articles of Organization.
• The business name cannot contain words that are considered profane. It also cannot contain phrases that are considered slurs against ethnic groups, genders, religions, or heredity.
• The business name cannot imply an affiliation with a government agency. For example, a business cannot have “F.B.I.” in its name if it’s unaffiliated with that agency.
• The business name must have a designator identifying its business structure. For an LLC, appropriate designators would be:
  • Limited liability company
  • L.L.C.
  • LLC
  • Limited
  • Ltd.
  • Ltd

How do you go about checking if the name you want is free to use? You can check out our Ohio Business Entity Search page for instructions on how to conduct a search for yourself. Keep in mind that name search engines aren’t perfect. You can double-check to make sure your name is available by contacting the Secretary of State at (614) 466-0562.

Reserving an Ohio Business Name

Once you’ve decided on the perfect name and it’s available, consider reserving it. This way, no one else will be able to claim it. You can do this by using our name reservation service. It’ll reserve your name for 120 days. During that time, you can focus on setting up your LLC.

Get a domain name for your LLC

While you’re deciding on a name for your Ohio LLC, consider picking one that also works as a domain name. Having an online presence in the digital age is a must for businesses, and a domain name can help you reach people outside of your brick-and-mortar location (if your business isn’t strictly online-based).

Trademarking Your Ohio LLC’s Name

You should know that, even if it appears that the name you want is clear for the taking, that doesn’t necessarily mean you can. Business names can be trademarked, so you’ll need to make sure that the one you want is 100% available. Trademarking a business name isn’t required, but it can add additional protection that prevents other businesses from using it.

You can do so at the state and federal levels. For Ohio trademarks, you’ll need to submit Form 555 with the Ohio Secretary of State. For federal trademarks, visit the U.S. Patent and Trademark Office website to conduct a search.

Filing for a “Trade Name” or “Fictitious Name” in Ohio

You’re free to do business under your LLC’s legal name, but you also have the option to use a different name. This is where a “fictitious name” or a “trade name” comes into play. In some other states, this option is known as a “doing business as” (DBA) name.

Trade names need to be distinguishable from other Ohio business names, so you’ll have to conduct another name search. A fictitious name, on the other hand, doesn’t require this. This means that trade names can provide greater protection. You can learn more about trade names and fictitious names in Ohio by checking out Section 1329.01 of the Ohio Revised Code.

Appoint a statutory agent for your Ohio LLC. The state requires all businesses to have a statutory agent, commonly known as a registered agent in some other states. This person or entity accepts any legal documents in person on behalf of the LLC and relays them to the LLC’s leadership.

This agent must be available at a physical address, known as a registered office, in Ohio during regular business hours. You’ll need to appoint a statutory agent when filing the Articles of Organization with the Secretary of State. When filing your Articles of Organization, you’ll need to include a written acceptance signed by the agent along with the agent’s name and address.

Who can be a statutory agent in Ohio?

Ohio has requirements for who can serve as a statutory agent. They include one of the following:

• A natural person who is a resident of Ohio.
• One of these entities with a business address in Ohio:
  • Limited liability company
  • Limited liability partnership
  • Limited partnership
  • Limited partnership association (LPA)
  • Professional association (PA)
  • Partnership
  • Domestic or foreign corporation
  • Nonprofit corporation
  • Unincorporated nonprofit association (UNA)
  • Business trust

Can I be my own statutory agent?

Yes, you can be your own statutory agent in Ohio. If you’re considering this, you should also consider some downsides that may make you rethink things:

• The statutory agent must be available at their registered address during regular business hours. This means that you’ll have difficulty going out to run errands, taking a sick day, meeting clients, etc.
• If you’re served with the notice of a lawsuit, then it’ll be given to you in person at the LLC, potentially making you look bad in front of clients and customers.

File your Articles of Organization with the Ohio Secretary of State. In order to make your LLC official in Ohio, you’ll have to file with and get your Articles of Organization approved by the Secretary of State. You’ll do this by submitting Form 610. The filing fee is $99.

If filing government documents is the last thing you’d like to do, then check out our business formation plans. We can handle your filing needs while making sure all information included is correct. If you’d prefer to do this yourself, then read on.

Create a profile on the Ohio Business Filings page

If you plan to file your Articles of Organization online, then you’ll first have to create a profile on the Ohio Business Filings page. You’ll need to provide a username (email address). password, and an e-signature.

How to Expedite Ohio LLC Articles of Organization

The Secretary of State usually processes Articles of Organization within three to seven business days depending on the volume of other filings. The good news is that it offers expedited service. It comes in three levels:

• Level 1 can be submitted online, in person, or by mail for a $100 fee for a turnaround time of two business days.
• Level 2 can only be submitted in person or online for a $200 fee for a turnaround time of one business day.
• Level 3 can only be submitted in person or online for a $300 fee for a turnaround time of four hours. For this option, filings that are submitted after 1 p.m. will be available the following business day.

Information Needed for Ohio Articles of Organization

When filing your Articles of Organization, you’ll need to include some important information per Ohio Revised Code Section 1706.16. The form details what to include:

• The LLC’s name, which must include one of the designators mentioned in Step 1.
• The statutory agent’s information (name and address) as well as their acceptance of appointment.
• A statement showing that the LLC may have one or more series of assets subject to limitations, if applicable. This reflects division (B)(3) of section 1706.761 of the Ohio Revised Code.
• Any other important matters that the organizers or members feel are important to include in the Articles of Organization.

The Articles can also additionally include the LLC’s effective date and time (if different from the filing date) and the company’s purpose. Keep in mind that if you need to make any changes to the Articles in the future, then you’ll need to file an Ohio Certificate of Amendment or Restatement (Form 611).

We offer an amendment filing service that can take care of this for you, too. You should also check out our Worry-Free Compliance service. It includes two amendment filings every year.

Keep track of your business documents

You choose us to file your Ohio Articles of Organization, then your paperwork will be ready and available to view on your ZenBusiness dashboard when it’s approved. This dashboard allows you to keep all your important business documents digitally organized. Make sure to take care of your physical forms, too.

Create an operating agreement for your Ohio LLC detailing how the company will be organized and run. This document isn’t required for filing in Ohio, but drafting one can provide several benefits that could help you run the LLC smoothly in the future.

Benefits of an Ohio Operating Agreement

We know that dealing with business documents isn’t fun, but to help your business run well, consider an OA. Here are some benefits:

• It enhances the LLC’s liability status, allowing you to clarify which assets are personal and which are business.
• It clarifies any verbal agreements between the members/managers. Consider getting agreements in writing and keeping them organized in your OA.
• It allows you to run the LLC however you want so long as no laws are being broken.
• It further legitimizes the LLC, making it look much more organized, planned out, and professionally run.
• It can make it easier to get a loan since financial institutions sometimes require them.

What should I include in my Ohio LLC’s operating agreement?

You can include pretty much whatever you want in your OA. Some basic items include:

• Why the LLC is being formed and which services/products it will offer.
• The names of the members.
• The contributions to be made by each member.
• The ownership interest of each member as well as division of profits and losses.
• Each member’s voting rights when it comes to business-related matters.
• Detailing how new members will be added to the LLC.
• Detailing the reasons for and process of removing a member from the LLC.
• Organizing meetings, if any.
• The reasons for and process of dissolving the LLC.

After the OA is drafted and all members agree to it, it should be signed by everyone. Our OA template can help you get started if you aren’t sure how to create one.

Get an Employer Identification Number (EIN) to register your LLC with the federal government. An EIN is also known as a Federal Employer Identification Number (FEIN) and Federal Tax Identification Number. An EIN is like a Social Security number for your business. It allows you to pay taxes, hire employees, and apply for a business bank account.

You can get one on the Internal Revenue Service (IRS) website or with us.

Register for Ohio Business Taxes

You’ll need to register with the Ohio Business Gateway website. Here, you can find filings for the Department of Taxation, which includes the Commercial Activity Tax (CAT), Employer Withholding, and more.

Additionally, you can visit the Ohio Department of Taxation website to obtain important information regarding the state’s taxes. This includes registration requirements, filing due dates, and filing requirements. You can also take advantage of the Ohio Small Business Tax Training Program to help you better understand the state’s tax requirements.

Open a business bank account using your EIN

Aftering securing an EIN, you’ll have the opportunity to open a business bank account. Consider getting one since having separate accounts for your personal and business needs is important for sorting your finances when tax season rolls around.

Mixing your business and personal finances with a single account can be used against you if you’re ever taken to court. It might be argued that you and your LLC aren’t separate entities. With a business bank account, you can avoid this.

Take control of your Ohio LLC’s finances

We’ve partnered with LendingClub to provide discounted business bank accounts in order to help business owners better manage their finances. With this service, you’ll get a debit card, unlimited transitions, and more. If you’d like to authorize others to use this account, then check out our banking resolution template.

Try ZenBusiness Money for additional help with your business’s finances. You can receive payments, manage clients, transfer money, and create invoices.

Ohio has no general business license, but you may have to apply for specific licenses and permits depending on your location and which industry your LLC is in. You may also need to apply for these at the state, county, and/or city level.

Keep in mind that, if you plan to sell tangible personal items or offer taxable services, then you’ll need to obtain a vendor’s license. You can do this through the Ohio Department of Taxation. Going back to what we said earlier, your industry will surely require you to apply for certain licenses and permits. For example, if you plan to start a bar or restaurant, you’ll need to obtain certain licenses, like a liquor license, from the Department of Commerce.

If looking into the many licenses and permits to find out what you’ll need is something you’d rather avoid doing, then we can help. Our business license report service can take care of that.

The cost of starting an LLC in Ohio can vary. For the most part, submitting your Articles of Organization will cost you $99. Other costs, like trademarks and applying for licenses and permits, may also add to that price.

On top of that, the time you’ll spend making sure that everything meets Ohio’s requirements for business formation can be a lot. We went to step in and help out with our services. That way, you can focus on how you’ll make your LLC successful while we do the heavy lifting to make sure that your business is formed correctly.

Remember that state fees can change often, so be sure to stay on top of Ohio’s requirements and prices for businesses.

The LLC model is very popular in Ohio. Here are a few benefits:

• It avoids “double taxation.” This means that you’ll only have to pay personal taxes rather than both personal and corporate taxes.
• It allows for flexibility. LLCs allow for more operational freedom and aren’t required to have annual meetings or a board of directors.
• It offers asset protection. The LLC model can protect your personal assets from business debts and legal liability.
• It requires less reporting. Compared to corporations, LLCs have fewer meeting and reporting requirements.

LLCs avoid “double taxation,” meaning that the business isn’t required to pay federal income tax. Instead, the income passes through to the LLC’s owners. Each owner will then pay taxes on the company’s earnings as regular income. This structure differs from corporations, where the company’s profits are taxed twice at the business level and shareholder level.

The IRS also taxes LLC owners based on their share in the LLC. For example, if an owner owns 20% of the business, then they’ll be taxed 20% of the business’s earnings.

LLCs can also opt to be taxed as a C corporation or an S corporation. C corp status carries the double taxation clause. S corp status, however, avoids it. Plus, owners can save more in self-employment taxes with an S corp status. Keep in mind that S corp status catches more attention from the IRS and has more restrictions.

The good news is that we can help you apply for S corp status. This is only possible during your LLCs formation. If you already own an LLC, then you’ll need to request S corp status on your own with the IRS. Speak with a licensed tax professional for more information.

For the state income tax, Ohio taxes LLCs as pass-through entities unless the company chooses to be taxed as a corporation. A few other state taxes that may be imposed on your LLC include the Commercial Activity Tax (CAT) and sales and use taxes.

The estimated time to process the filing for Articles of Organization in Ohio is three to seven business days. Expedited service is available that can speed up processing times. It can be done anywhere between two business days and four hours, although certain conditions must be met. Check out Step 3 for more detailed information.

No, Ohio does not require business owners to file an operating agreement with the state. However, the benefits of drafting one for your own records should be considered.

This is something you should discuss with a licensed tax professional since many variables can play into your decision. What you should know is that many entrepreneurs go for a “pass-through” taxation structure. LLCs automatically have this feature, but consider that you may lose it if you apply for C corp status. S corp status, on the other hand, retains the pass-through clause and can include additional tax benefits.

Yes, Ohio allows the formation of Series LLCs. This LLC type involves an arrangement where multiple LLCs operate under the umbrella of a larger LLC. Each company retains its own rights, assets, and obligations. We do not offer Series LLC formation services.

If you’ve decided that the time has come to dissolve your LLC, then you’ll need to file a Certificate of Dissolution (Form 616) with the Secretary of State. You’ll have the option to include a notice of the LLCs dissolution to creditors and claimants against the LLC.

Check out our Ohio business dissolution guide for more information.

If you plan to transfer ownership of your LLC, then refer to your operating agreement for details on how to carry out the process. In general, an LLC’s ownership transfer can be done through a full sale of the company or through a partial sale of your interest. Ownership can also be transferred if a member dies, with the OA detailing how their interest in the company will be handled.

If a situation calling for a member’s removal comes up as stipulated in your operating agreement, then you’ll have to take care of a few things. First, you’ll need to make absolutely sure that the reasons for the member’s removal have been met as laid out in your OA. You’ll then need to decide how that member’s ownership interests will be handled.

From there, you’ll need to update the state of Ohio about the change in the LLC’s member status. You need to file a Certificate of Amendment or Restatement (Form 611) with the Ohio Secretary of State. You should also record these changes in your OA.

Ohio doesn’t require a business plan in order to complete the formation process, but having one anyway can be a great benefit. This plan allows you to detail your goals, plans, and the LLC’s structure in detail.

You should also consider including detailed information about the company’s owners, your marketing plan, market research, an executive summary, and anything you feel is worth including. Business plans can help you secure investors, too.