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How to Form an LLC in Ohio
Quick Start Guide ← you are here
This Quick Start Guide is a brief overview of how to form an LLC in Ohio.
Ohio LLC Costs:
Ohio LLC filing fee: $99
Ohio LLC annual report fee: none
(check out Northwest vs LegalZoom)
An Ohio Limited Liability Company (LLC) is a legal business structure created by chapter 1705 of the Ohio state code.
An Ohio LLC can be used to run a business or it can be used to purchase and hold assets, like cars, boats, aircraft, and real estate.
The purpose of starting an LLC in Ohio is for personal liability protection. If your business is sued, your personal assets – (like your home, cars, and bank accounts) – are safe and protected. For example, if someone slips and falls inside a building owned by your Ohio LLC (and they file a lawsuit) the court can only go after the assets of your LLC, not your personal assets.
To form an LLC in Ohio:
– follow the 4 lessons above (more detailed and step-by-step), or
– follow the Quick Start Guide below (the brief overview)
Northwest ($39 + state fee) or LegalZoom ($149 + state fee)
(check out Northwest vs LegalZoom)
1. Ohio LLC Name
• Before filing the necessary paperwork to form your LLC with the Ohio Secretary of State, you need to come up with a unique and distinguishable name for your LLC.
• Your desired Ohio LLC name must be “distinguishable upon the records”. Meaning, it must be unique from the names of all the existing businesses in the database of the Ohio Secretary of State.
• Ohio LLC Name Search:
• LLC Designator: Under Ohio law 1705.05, your LLC name must end with the proper designator. Acceptable designators include the following:
– Limited Liability Company
Tip: If you’re not sure which designator to use, “LLC” is the most common.
• Your Ohio LLC name cannot include a designator that makes it sound like a different type of legal entity. For example, your Ohio LLC name cannot include the words or abbreviations Corporation, Corp., Inc., Incorporated, Limited Partnership, LP, L.P., or Trust.
2. Ohio Statutory Agent
• To be able to keep doing business in the state, your Ohio LLC must continuously maintain what’s known as a Statutory Agent. A Statutory Agent can also be referred to as a Registered Agent.
• The Statutory Agent is the person or company responsible for receiving legal mail (such as notices of lawsuits and court documents) sent to your LLC.
• If your LLC fails to maintain a Statutory Agent in Ohio, the Secretary of State may take away its good standing status. In case of further non-compliance, your LLC may even be administratively dissolved. This means your LLC won’t be able to do business in Ohio.
• Your LLC’s Statutory Agent must be a legal resident of Ohio, or a company that is formed or registered to do business in the state.
• Your Statutory Agent must list an address on your LLC filing that is located in the state.
• Ohio quirk: Nearly all states require that a Statutory Agent have an actual street address, however, this is not the case in Ohio. Ohio law allows for the use of a PO Box for your Statutory Agent.
• Who can be your Ohio LLC’s Statutory Agent:
– You, a friend, or family member can be your LLC’s Statutory Agent. If you choose this option, you/they must also be a resident of Ohio, and be at least 18 years old.
– You can hire a Commercial Statutory Agent. A Commercial Statutory Agent is a company that charges a small annual fee to take care of the receipt and forwarding of any Service of Process sent to your Ohio LLC.
• Commercial Statutory Agent: If you need to hire a Commercial Statutory Agent in Ohio, we recommend Northwest Registered Agent ($125 per year).
Northwest has been in the business for over 20 years and they have great customer support. Any mail that is sent to your LLC will be scanned by them and uploaded to your online account.
• Benefit of using a Commercial Statutory Agent in Ohio: If you’d like to keep your privacy, some Commercial Statutory Agents will let you use their address throughout your LLC filing (keeping yours off the public records). For example, if you hire Northwest Registered Agent, they allow you to use their address anywhere in your LLC filing that you’d like.
• Statute: 1705.06 Statutory agent.
3. Ohio LLC Articles of Organization
• Ohio LLC form: “Articles of Organization” (Form 533A)
• Ohio LLC filing fee: $99
• Ohio LLC approval times:
– Your Ohio LLC will be approved in 2 business days if you file online.
– Your Ohio LLC will be approved in 3 – 7 business days if you file by mail.
• File your Ohio LLC online (recommended method): https://bsportal.sos.state.oh.us/default.aspx
• File your Ohio LLC by mail: Articles of Organization (Form 533A)
– Pay by check, money order, or credit card form. If paying by check or money order, make it payable to “Ohio Secretary of State”.
– Send your completed Articles of Organization and $99 filing fee to: Ohio Secretary of State, Regular Filing, PO Box 670, Columbus, OH 43216.
• Items listed in your Articles of Organization: LLC name, effective date, period of existence, LLC purpose, name and address of Statutory Agent, Statutory Agent’s signature, and the name and signature of the person submitting the LLC’s Articles of Organization.
• Statute: 1705.04 Articles of organization.
• Ohio LLC approval: After the Ohio Secretary of State approves your LLC, you will receive back the following 3 items:
– Filing Acknowledgement
– LLC Certificate of Organization (official letter with state seal)
– Stamped and approved LLC Articles of Organization
The above items will either be returned by regular mail or will be sent to your email, depending on the filing method you choose.
4. Ohio LLC Operating Agreement
• Your Ohio LLC’s Operating Agreement is the document that contains (but is not limited to) the following:
– the names of the owner(s) (called “Members“) of your LLC and their percentage of ownership in the business;
– the rights, duties and obligations of the members to each other and to the LLC;
– the rules and regulations for the LLC’s day-to-day operations and management;
– the division of profits/losses and how taxes and accounting will be handled; and
– any other details that are necessary.
• Think of the Operating Agreement as the “Constitution” that governs your LLC and its members.
• Regardless whether your LLC has one owner (a single-member LLC) or several owners (a multi-member LLC), having an Operating Agreement is highly recommended. Not only does an Operating Agreement help keep relations smooth among the members, it also helps show that your LLC is being run and managed properly as a separate legal entity. This helps maintain your personal liability protection if you are ever involved in a court case.
• As an “internal” document”, your Ohio LLC’s Operating Agreement does not need to be mailed to the Secretary of State or any other government agency. Just store a copy with your LLC’s business records and give a copy to any other members if needed.
5. Federal Tax ID Number (EIN)
• A Federal Tax ID Number is issued by the IRS to your LLC as its “identification number” (just like how a social security number is used to identify a person).
• Other names: Employer Identification Number (EIN), Federal Tax ID Number, and Federal Employer Identification Number (FEIN).
• Uses of an EIN: Aside from identifying your LLC, your LLC’s Federal Tax ID Number is also needed to: open a business bank account, apply for business licenses and permits, and doing business with other companies.
• Get your Federal Tax ID Number after LLC approval: Your Ohio LLC should already be in existence before applying for a Federal Tax ID Number. Otherwise, you may end up attaching an EIN to a non-existent LLC (in case the Ohio Secretary of State rejects your filing).
• Federal Tax ID Numbers are free: Federal Tax ID Numbers (EINs) do not cost any money. The IRS provides them free of charge.
• How to apply for an EIN: You can either apply online, or mail/fax Form SS-4.
• Apply online: We recommend this method since the approval time is very fast (around 10-15 minutes). Important: You must have an SSN or ITIN to use the online application though.
• Mail or fax Form SS-4: Those without SSNs or ITINs (which is usually the case for foreigners) can still get a Federal Tax ID Number from the IRS. However, they have to mail or fax Form SS-4 since they won’t be able to use the online application.
Tip for foreigners: On line 7b, just write “Foreign” if you don’t have an SSN or ITIN.
• LLC owned by an existing company: LLCs owned by another company also can’t use the online application. You’ll have to file Form SS-4 and either fax or mail it.
• After filling out Form SS-4: You can fax or mail the completed SS-4 Form. If possible, we recommend filing by fax since the approval time is faster (4 business days), as opposed to filing by mail (4-6 weeks).
IRS Fax number: 855-641-6935
IRS Mailing address: Internal Revenue Service, Attn: EIN Operation, Cincinnati, OH 45999
6. Ohio LLC Annual Report
• Good News: The Ohio Secretary of State doesn’t require LLCs to file Annual Reports.
7. Business Licenses and/or Permits
• Before your LLC can do business in Ohio, it must have the proper business licenses and/or permits in place.
• As with many other states, Ohio does not issue a state-level general business license. However, depending where your LLC is located and the nature of its business, you still need to apply for local and industry-specific licenses and permits.
• Ohio maintains a comprehensive list of business licenses and permits your LLC may need:
Ohio.gov: Licenses & Permits
• You should also contact your county, city, or town to see if they enforce any local license or permit requirements:
Ohio.gov: Local Government
• Aside from your county, city, or town, also contact Ohio’s state agencies, boards, commissions or departments to see if your LLC needs a license or permit from them:
Ohio.gov: State Directory
• Need to save time? If you’d rather rather not do the research to determine your business license and permit requirements, we recommend hiring IncFile.
8. Ohio State Taxes
• Federal: By default, the IRS classifies LLCs as “pass-through entities”. Any profits/losses your LLC incurs will be listed in your personal tax return on a Schedule C. Unlike a Corporation, an LLC does not file a separate federal return with the IRS.
• Business Registration: All Ohio LLCs doing business in the state must be registered with the Ohio Department of Taxation. You can register for all the necessary business taxes through the Ohio Business Gateway: http://business.ohio.gov/ (you must create an account).
• Ohio imposes the following business taxes: alcoholic beverage tax, commercial activity tax, corporation franchise tax, employer withholding tax, financial institutions tax, gross casino revenue tax, horse racing tax, income tax, kilowatt-hour tax, motor fuel tax, natural gas distribution tax, pass-through entity tax, petroleum activity tax, public utility excise tax, property tax, sales and use tax, severance tax, and tobacco tax.
• Recommendation: Calculating your federal, state, and local taxes can be complex and time-consuming. If done incorrectly, your Ohio LLC may be negatively affected. For that reason, we recommend speaking with a few accountants after your Ohio LLC is formed. Check out our how to find an accountant guide, or you can do a search using Thumbtack or Yelp.
9. Ohio LLC Bank Account
• After your Ohio LLC is approved and you get a Federal Tax ID Number, the next step is to open a separate LLC bank account.
• Why it’s important for your Ohio LLC to have its own bank account: it helps maintain your personal liability protection (by separating your personal assets from your LLC’s assets), and makes accounting and taxes easier.
• What you’ll need:
– Your Ohio LLC’s Certificate of Organization (official letter with state seal) and stamped
and approved Articles of Organization
– Federal Tax ID Number (EIN)
– 2 valid IDs (driver’s license, passport, etc.)
Tip: Call the banks ahead of time and ask if they also require additional documents (Operating Agreement, etc.).
• Other important tips:
– Signers: Members who want to be authorized signers on your Ohio LLC’s bank account must physically show up at the bank. Either at the time of opening the account, or at a future date (but double-check this with your bank please).
– Maintenance fees: We recommend calling around ahead of time. Find out which banks charge monthly maintenance fees and which banks don’t. If you shop around, you’re likely to find a free business checking account.
– DBA: If a bank representative asks you for your LLC’s DBA (also known as Doing Business As or Fictitious Name), don’t panic. Most likely, they’re just confused about how LLCs and DBAs work. In this case, just tell the representative your LLC does business under its own name (you don’t need a DBA).
• Debit card: The bank will usually issue a debit card right after the opening of your Ohio LLC’s bank account or they’ll mail one within a week.
• Credit cards: Debit cards are great, but they don’t build business credit or get rewards (like cashback and travel points). You can search for business credit cards at www.creditcards.com
10. Business Phone Number
Instead of using your home telephone number or your cell phone, you can purchase an affordable “virtual business number” specifically for your Ohio LLC. You can set this virtual business phone up to forward to your cell phone, go through voice prompts, or configure it any way you’d like.
We recommend using Phone.com as they have the cheapest plans and their customer service is excellent.
They offer local phone numbers as well as 1-800 toll-free numbers. You can easily setup call forwarding, pre-recorded prompts, and get voicemail messages forwarded to your email.
Getting a separate business phone number for your Ohio LLC is also a good idea in order to keep your actual number private from those pesky “public record” websites.
Ohio State Agencies
Ohio Secretary of State (Division of Business Filings)
Phone: 614-466-3910 (option 1)
Hours: 8am to 5pm, Monday through Friday