Do you have a business idea with the potential to boom into something profitable? If so, are you looking to start a limited liability company (LLC)? Ohio might just be a great location for your idea to prosper. A 2021 CNBC ranking for “America’s Top States for Business” placed Ohio in the top 10 list. Mix that with the business-friendly LLC model, and you might find the success you’ve always wanted.
One thing that holds many potential business owners back from moving forward, though, is the business formation process. It can be a lot like dreading the state’s infamous winter weather. The good news is that our business formation services are specifically designed to make the process of starting your LLC in Ohio easier.
LLC requirements vary state by state so it’s important that you are well-versed in Ohio laws before proceeding. Generally, it comes down to these steps:
In order to start your LLC in Ohio while avoiding any snags and potential fines, you’ll need to follow a series of steps that we’ve put together below. These include choosing the right business name, appointing a statutory agent, filing Articles of Organization with the state, and more. We’ll be going into more detail about these and other steps in the guide.
You should know that this guide is for starting a domestic, for-profit LLC in Ohio. If you’re looking to start a foreign LLC, then you’ll need to file Form 617 with the state’s Secretary of State. The process for doing that is slightly different from the guide below.
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. Start your business with a unique name, that 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.
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.
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:
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.
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 180 days. During that time, you can focus on setting up 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).
One thing to consider when deciding on a name for your LLC in Ohio is its availability as a web domain. Finding a name that can also be used as a URL means having a business website where customers and clients can find you online.
Check out our domain name search tool and find out if the business name you want is available to use as a URL. If it is, then you may want to get it before anyone else does. That way, you can extend your reach and serve customers outside of your physical location. This can also offer an extra marketing advantage since you can promote your business through social media via your business website.
We offer a domain name service that can help you find and buy a domain name. We can also help you put together a business website with domain name privacy.
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.
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 company 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.
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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 in Ohio 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 for your LLC in Ohio when filing the Articles of Organization with the Secretary of State. When filing, you’ll need to include a written acceptance signed by the agent along with the agent’s name and address.
Ohio has requirements for who can serve as a statutory agent. They include one of the following:
Your LLC must maintain a statutory agent. If yours happens to resign, then you’ll need to file some paperwork with the Ohio Secretary of State. A form called “Statutory Agent Update” (Form 521) will need to be filed if your statutory agent resigns, dies, or is no longer able to perform their duty.
This form will also need to be submitted if your current statutory agent changes their name and/or address. Failing to file this form if any change to your statutory agent occurs can have some repercussions. The LLC’s Articles of Organization may be canceled and other issues can come up.
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:
Our registered agent service will provide you with a statutory agent who will receive important legal documents and notices on your behalf. This service keeps your business compliant by ensuring that you have a statutory agent at all times for your LLC.
What makes the service great is that you won’t have to worry about performing the duties of this agent, meaning you’re free to run the business without being anchored to your office. You can run errands, meet customers and clients, and run your business your way.
This service also keeps documents issued to your LLC organized. They’ll be ready to view, download, and print through your ZenBusiness customer dashboard.
File your Articles of Organization with the Ohio Secretary of State. In order to make your LLC in Ohio official, you’ll have to file with and get your documents 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.
If you plan to file your Articles of Organization online, then you’ll first have to create a profile on the Ohio company Filings page. You’ll need to provide a username (email address). password, and an e-signature.
“How fast can I form my Ohio LLC?” you may ask. If you’re ready to launch and don’t want to wait weeks for your paperwork to get processed, we can help. You can form your LLC in Ohio in as little as one day with our rush filing services. With our rush filing service, we prioritize your formation paperwork so you can get it filed with the Ohio Secretary of State within 1-3 business day for just $100 + state fees.
The Secretary of State usually processes within three to seven days depending on the volume of other filings. The good news is that it offers expedited service. It comes in three levels:
According to Ohio Revised Code Section 1706.16(D), “A limited liability company is formed when the Articles of Organization are filed by the Ohio Secretary of State or at any later date or time specified in the document.”
Additionally, 1706.172(D) states that an LLC’s Articles of Organization can specify an effective time and a delayed effective date not exceeding 90 days following the date the Ohio Secretary of State receives the Articles.
When filing your Articles of Organization, you’ll need to include some important information per Ohio Code Section 1706.16. The form details what to include:
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.
Ohio is in a unique spot when it comes to member-managed and manager-managed LLCs. A member-managed LLC is governed by the members. A manager-managed LLC is governed by a manager. Deciding which structure would be chosen would normally be laid out in the operating agreement. However, the Ohio Revised Limited Liability Company Act passed in February of 2022 changed the rules.
According to the Secretary of State’s website, “The new LLC Act eliminates the distinction between member-managed and manager-managed limited liability companies. A person’s ability to act as an agent, and bind the limited liability company, can be authorized by either the operating agreement; decisions of members in accordance with the operating agreement; a Statement of Authority (Form 613) filed with the Ohio Secretary of State’s office; or the LLC Act’s default rules.”
In other words, an LLC’s leadership is free to choose a management structure that works best for them, whether that structure follows the previous act or incorporates other governance mechanisms. This must be included in the OA.
If 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 your Ohio LLC smoothly in the future.
We know that dealing with business documents isn’t fun, but to help your business run well, consider an OA. Here are some benefits:
You can include pretty much whatever you want in your Operating agreements. Some basic items include:
After the LLC operating agreement 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.
Since an operating agreement mostly aims to detail how the LLC will be run, it may seem pointless to have one if you’re the only owner, right? Well, an OA may still be of great benefit to a single owner. Potential investors, banks, future business partners, and others will probably want to see your OA to ensure that you’re serious about running the company.
Banks, for example, sometimes request an OA before opening a business bank account or granting a loan. The OA can also be used to stipulate what will happen to your limited liability company if you become incapacitated or die. And if you’re taken to court, the OA can be used to show that you and the business are different entities, thereby protecting your personal assets.
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, apply for a business bank account and a business credit card.
You can get one on the Internal Revenue Service (IRS) website or with us.
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, local sales tax 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 Ohio department state’s tax requirements. It pays to learn about sales tax.
We should point out that an S corporation is not a business structure like an LLC. It’s simply a tax designation that an LLC can apply for. If an LLC only has one member, it’ll be taxed as a sole proprietorship. If it has two or more members, it’ll be taxed as a partnership.
Entrepreneurs find LLCs appealing because they avoid “double taxation.” This means paying taxes at the business and individual levels. As great as this is, an LLC can apply for S corp status to additionally save money on self-employment taxes.
As an “employee-owner,” you can divide your income into your salary and the share you hold of the company’s profits. You’ll then only have to pay self-employment taxes on your salary and not your profits.
Keep in mind that the IRS watches S corps more closely, meaning you could be at a higher risk of an audit. S corp status is also harder to qualify for. You should also know that we can help LLCs apply for S corp status only during formations. If you already own an LLC, then you’ll need to apply for this status on your own. Speak with a licensed tax professional.
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.
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.
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Wondering how to start an LLC in Ohio is hopefully much clearer now that you’ve gone through our guide. Remember to check out the resources we pointed out in the steps for further clarification. If you have all of your info together and are ready to file to make your Ohio LLC official, then we want to help.
Our services provide long-term business support so that you can focus on your LLC. On top of starting an LLC in Ohio, we can also help you run and grow it. It doesn’t matter if you’re in bustling Columbus or in quiet Fredericktown, we can help you.
Disclaimer: The content on this page is for informational 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.
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Ohio business license. 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 business licenses 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 business 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, as you research your LLC in Ohio.
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:
LLCs avoid “double taxation,” meaning that the business isn’t required to pay federal income tax. Instead, the income passes through to the LLC 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, LLC 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 in order to clear any business debts.
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.
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