Guide to Getting an Ohio LLC

1. Name your 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. 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.

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 180 days. During that time, you can focus on setting up your LLC.

Get a domain name for your LLC in Ohio

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).

Is your Ohio LLC name available as a web domain?

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.

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 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.

2. Appoint a statutory agent in Ohio

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.

Who can be a statutory agent for an LLC 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

What if my statutory agent resigns?

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.

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.

ZenBusiness can provide your statutory agent

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.

3. File Ohio Articles of Organization

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.

Create a profile on the 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 company Filings page. You’ll need to provide a username (email address). password, and an e-signature.

How to Expedite Ohio LLC Articles of Organization

“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:

• Level 1 can be submitted online, in person, or by mail for a $100 fee for a turnaround time of two 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.

When does my LLC’s formation become effective?

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.

Information Needed for Ohio Articles of Organization

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 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.

Member-Managed or Manager-Managed?

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.

Keep track of your business documents

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.

4. Create an Operating Agreement

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.

Benefits of an Ohio LLC 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:

• Operating agreements enhance 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 limited liability company 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.
• Operating agreements 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 Operating agreements. Some basic items include:

• Why the limited liability company 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 limited liability company.
• 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 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.

Do I need an LLC operating agreement even if I’m the only owner?

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.

5. Apply for an EIN

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.

Register for LLC for Business Taxes in Ohio

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.

Can filing as an S corp lower my taxes?

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.

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.