In this lesson, we will walk you through filing your Articles of Organization with the Ohio Secretary of State. This is the document that officially forms your Ohio LLC.
(Ohio Secretary of State, Business Services Building)
Please watch the video instructions below:
*The video above shows a filing fee of $125 listed on the form. Ohio lowered the filing fee to $99 after this video was made. The amount shown in the video does not affect the lesson. The download forms below have the correct filing fee of $99.
The following information is provided for educational purposes only and in no way constitutes legal, tax, or financial advice. For legal, tax, or financial advice specific to your business needs, we encourage you to consult with a licensed attorney and/or CPA in your State. The following information is copyright protected. No part may be redistributed, copied, modified or adapted without prior written consent of the author. A Limited Liability Company is a hybrid between a Corporation and a Partnership. An LLC protects your assets in the event of a lawsuit. In order to form your LLC, you must file LLC Formation Documents with the Secretary of State. Once your documents are approved and sent back to you, your LLC is now in existence and authorized to do business in the State. We have spent considerable time to make the details of this video simple and easy to understand. However, we cover a lot of ground and you are going to a hear a lot of new terminology. We do recommend that after you watch this video, you watch it a second time in order to fully comprehend all the information provided. Please make sure you have watched the 1st Lesson on researching your LLC’s name. Your desired LLC name must be available for use before you proceed with filing your LLC Formation Documents. Your LLC is required to list a Registered Office and a Registered Agent within your LLC Formation Documents. The Registered Office is an address located in the State where your LLC is formed. It can be an actual street address, or, it can be a P.O. Box. If it is a P.O. Box, the owner of the P.O. Box must be a resident of Ohio. A Registered Agent is a person or a company who agrees to accept legal mail and important documents on behalf of your LLC. In Ohio, they use the term “Statutory Agent”, but this means the same thing as Registered Agent. For our purposes, we will refer to it as Registered Agent. The Registered Agent is located at the Registered Office and is generally accessible during normal business hours. As we mentioned, a Registered Agent can be a person or a company who has an address in the State where your LLC is formed. You, as a n individual, can be your LLC’s Registered Agent. However, your LLC cannot be as its own Registered Agent. For individuals who have an address in the State, it is most common that they serve as the LLC’s Registered Agent. Having said that, the individual person you choose as the Registered Agent does not need to be a member of the LLC. It can be a friend or family member, or, frankly, anyone you know who agrees to accept Service of Process on behalf of your LLC. “Service of Process” is the delivery of legal mail and important documents sent from the State or a law firm to your LLC. Correspondence from the State can include items such as business requirements, late notices, and copies of Formation Documents. Legal documents can include items such as subpoenas and/or complaints for legal action. Again, the purpose of designating a Registered Agent is to authorize someone to accept Service of Process on behalf of your LLC. Whoever agrees to be your LLC’s Registered Agent (aka Statutory Agent) must sign your LLC Formation Documents. If you intend to be the Registered Agent for your LLC, you basically “appoint yourself” and will sign where indicated in your LLC Formation Documents. If you have someone else serve as your LLC’s Registered Agent, you will need to have them sign your LLC Formation Documents confirming that they agree to be your LLC’s Registered Agent. You cannot mail in your LLC Formation Documents until you have the signature of the Registered Agent, even if it’s just yourself. The purpose of a Registered Agent and its Registered office is to be a “point of contact” for the State and to accept Service of Process for your LLC. You (or someone you know) can be your LLC’s Registered Agent, so long as you or they have an address in the State. If you don’t have an address in the State that you can use, or you don’t want to serve as your LLC’s Registered Agent, you should hire a Commercial Registered Agent. Using a Commercial Registered Agent will also help protect your privacy as the information listed in the LLC Formation Documents will become public record. A Commercial Registered Agent is a company that specializes in receiving Service of Process on behalf of businesses nationwide. They typically charge between $100-300 per year. If you decide to use a Commercial Registered Agent, we recommend called Northwest Registered Agent, LLC. They’ve been in the business for more than 2 decades and they have built up a solid reputation in the industry. Their fees are among the most affordable, and their support is top notch. We’ve joined forces with them in order to provide Registered Agent services nationwide to our clients. There’s a link below this video where you can find instructions on how to sign up for their Registered Agent services. Now, let’s discuss your LLC Formation Documents. The name of the LLC Formation Documents for the State of Ohio is called the Articles of Organization. This document is not complicated and contains basic information, including listing your Registered Office and Registered Agent. It will also require you to list your LLC’s name and the names and address of the LLC’s members. No need to stress out – we will walk you through the details of the Articles of Organization in just a couple minutes and we will make sure that you get it filled out correctly. In the Downloads section below this video, you’re going to find 2 versions of the Articles of Organization. The 1st version will be used if you or someone you know will be your LLC’s Registered Agent. The 2nd version will be used if you are going to hire Northwest Registered Agent. It’s pre-populated with their address and signature in place. If you’re going to use another Commercial Registered Agent, you will first need to hire them, and then obtain the Articles of Organization from them which will have their address and signature. Again, there’s a link below this video where you can find instructions on how to sign up with Northwest Registered Agent. You will find the filing fee amount, accepted forms of payment and the address where to send your Articles of Organization to below this video. You will need to mail your completed Articles of Organization along with the filing fee to the State. It does not have to be the original, and a can be a copy so long as it is signed by all parties, including the Registered Agent. There are no additional costs or filing fees to form your LLC. Once you mail the filing fee, along with a copy of your completed Articles of Organization, you can expect 2 things: First, within 3-7 business days, the State will send you back an approval certificate stamped with their seal that shows the name of your LLC and the registration number assigned to it by the Secretary of State. Your LLC is now a legally formed business in the State of Ohio. Until you have confirmation that your LLC has been officially approved, do not order your EIN (also known as your Federal Tax ID Number) or start to use your LLC for any business purposes. Also, included with the approval certificate will be an insert that details your next steps. It provides instructions on how to register your LLC with the Ohio Department of Taxation. If you’re unsure on how to register with the Ohio Department of Taxation, we recommend you speak with an accountant or tax professional for guidance. It is a good idea to start looking for a tax professional once your LLC is formed, so you can find someone that you’re comfortable with that will help you keep your business tax compliant. Most States require LLCs to file annual reports with the Secretary of State. But, the good news is that Ohio does not have any annual reporting requirements for LLCs. You will, however, still need to file your taxes on an annual basis. Let’s get started. You’re now ready to fill out the Articles of Organization. You can download this document below the video. Let’s get started. Here we are inside the Articles of Organization. This is a 6-page PDF. Page 1 has the Cover Letter, pages 2, 3 and 4 are the actual form, and pages 5 and 6 have instructions. Feel free to read through the instructions if you’d like, but we’ve already covered all the information in this video. This form can be filled out on the computer, or it can be printed out and filled out by hand, If you fill it out by hand please use blue or black pen and make sure to print the document on white paper that is letter-sized (which is your standard 8-and-a-half-by-11 inches). Please note that I have a professional version of Adobe Acrobat. You may just have a simple version called Adobe Reader and you may not have as much functionality in order to edit and type inside the document. If you have any issues with trying to type inside the document on the computer, simply print it out and fill it out by hand. All right, let’s get started out with the Cover Letter. The purpose of the Cover Letter is to give the State an address for where they can send back your documentation. Here we have some sample data and information. For example purposes, what you’re going to do at the top next to “Name”: simply list your name. Where it says “To the attention of:”, you can leave that blank. That’s for a business if a business were filing. Next, you’re going to list your address, your phone number, and your email address. Below the email address, there’s 2 checkboxes for different email lists. The 1st one is for general business services from the Ohio Secretary of State. Feel free to check this off if you’d like to subscribe to that email list. If at any point, that email list becomes annoying. You can always un-subscribe via the unsubscribe link at the bottom. The next box is a little bit more pertinent to your information. This is the final notification system. What that means is when any documents are sent in and approved on behalf of your LLC or for your LLC, that you’ll get an email notification. So free to check these boxes off if you’d like to subscribe to those email lists. Next, let’s go down to the “Type of Service Being Requested”. In this example, we selected “Regular Service” because Ohio is pretty fast (with a 3-7 business day turnaround). They do also offer expedited service, so if you need expedited service, they offer it in 3 levels: Service 1, 2 and 3. Feel free to just check the box and the one that you’d like, and you’ll see there’s an additional cost to each of these, so make sure to include that along with your filing fee when you send in the documentation. 1 important thing to make note of is that, actually only Service 1 is available if you’re sending the documentation via mail, Service 2 and 3 are only applicable: you’ll see that the last sentence says “This service is only available to walk-in customers who hand deliver the document to the Client Service Center”, so this will only work if you live close and you can go ahead and stop by and drop off the documentation. So, if you’re going to send this in by mail and you need expedited service, it’d be Service 1. If you’re close by, you can go ahead and select Service 2 or Service 3 (for almost an immediate one-day or four-hour processing). Let’s go on to the next page. 1 very important thing to make note of, is that the most up-to-date mailing address, filing fee amount, and who to make the check payable to, is actually listed below the video. The reason being is that you may be watching this video in the future, so the addresses up here may have changed, and because of that we recommend that you double-check the address and look below the video where you’re going to find the most up-to-date address. Now, they might just be the same, but again, this is just to double-check to make sure that you’re sending it to the right place. All right, let’s get started. Under the 1st area where it says “CHECK ONLY One (1) BOX”, this is basically a for-profit or nonprofit LLC. In our example, this is a for-profit company, so we’re going to check off Box Number 1. Next, under the “Name of the Limited Liability Company”, you’re going to enter the name of your LLC. Make sure to include the abbreviation “LLC” or “L.L.C.”. Ohio also has some additional abbreviations down here if you’d like to use those. Now in this example I have not used a comma. Sometimes you’ll see a comma here. A comma is optional, so you can put 1 in if you’d like, or you can leave it out if you prefer. All right, let’s move on to the next section (the “Effective Date”). You see where it says “Optional”. In our case, we’re going to leave this blank, and what that means is that this LLC will become effective once the State approves the filing. 1 reason why you may actually want to include a date here, is let’s say that you’re completing this document in the month of December, but you don’t actually need the LLC to be doing business this month. What we recommend doing, is we recommend dating this document in January and actually sending it in then. The reason being is if your LLC is approved in the month of December, technically you’re going to owe a tax return for that entire tax year. So, go ahead and leave this date blank, and that means it’ll just be kind of the default. It’ll be accepted, and it’ll have an effective date once it’s approved by the State. If you do want to date it however (people often do ask if it needs to be the exact date that they send it in, and no it does not), if you need to you can forward or backward date this, but I wouldn’t do so more than a week in either direction. Let’s move down to “Period of Existence”. In our example, we’re going to leave this blank. What that means is that this LLC is in existence for a perpetual period. “Perpetual” means that it’s ongoing until the members of the LLC decide to close (aka dissolve the LLC). Under “Purpose”, we’re also going to leave this blank is this is optional and leaving a blank denotes the general purpose. Ohio’s general purpose simply states that “An LLC may be in existence for any and all lawful activity”. If you would like to include some information, feel free to leave a brief description of the nature of your business. All right, let’s move on. We’re going to go down to the “ORIGINAL APPOINTMENT OF AGENT”, and remember, I’m going to be using the words “Registered Agent”, but in Ohio it’s called “Statutory Agent” (they’re the same thing). So at the top, you’re going to list the name of your LLC. Now, I’m going to show you 2 examples. In this 1st example here, I myself am going to be the Registered Agent for this LLC, which is a very common scenario. So if this is the case, you’re simply just going to list your contact information here. Now, your Registered Agent may also be someone that you know (whether it be a family or friend), and if that’s the case you want to list their name and their address here. Then, below this document, whoever agrees to be the Registered Agent, their name goes here; “For”, the name of your LLC; and once you print this document, they’re going to simply sign on this line. So again, this is either going to be you or someone you know; and depending on who that is, you’ll simply just change the contact information right here, and right here. In this example, John Doe (for example purposes), he is the Registered Agent for this LLC, and he’s also the owner of the LLC. Now, let’s look at another example. If you need a Commercial Registered Agent in the State, we recommend Northwest Registered Agent, and if you decide to use those services, there’s actually a different document because of the signature box. Rather than you delaying in time and having to send the document to them and have them sign it and send it back, we already have one ready for you. Let’s jump over to that document over here, and again this is an example if you were to use Northwest Registered Agent as a Registered Agent for your LLC. Remember there 2 two forms of this document below this video. One’s a regular one (whether it’s you or someone you know is your) Registered Agent). Another one is pre-populated with Northwest Registered Agent’s address (and most importantly, their signature). Now you’ll notice that this document looks a little bit different than this one. This one has 3 boxes, and this one has 2. Don’t worry, they’re both completely acceptable. So, let’s just review this page if we’re going to be using Northwest Registered Agent. So the address and their signature and the President’s information will be here. All I’ve done is I’ve put the name of the LLC at the top once. I’ve put it again here under the “Acceptance of Appointment”, and that’s all I need to do on this page. So let’s jump back to our example document here. Hopefully, that made sense. Again, there’s 2 forms of this PDF: one is for whether you or someone you know will be the Registered Agent; the other is going to be if Northwest Registered Agent is the Registered Agent for the LLC, because it’s basically Ohio requires that the Registered Agent sign before you send in the documents. So, if you decide to go with another company, you actually have to go ahead and contact them after you sign up and get the Articles of Organization that’s pre-populated and signed by them. Then you’ll go ahead and complete it and mail it off to the State. Hope that all made sense. Let’s move down to the next section which is just simply the Signature Page. Now, there’s 3 areas here for 3 different signatures. However, only 1 person needs to sign, and it’s most likely going to be the person forming the LLC. In this case, I’ve put “John Doe” under “Print Name”. Where it says “By (if applicable)”, that’s not going be applicable in your situation. That’s if a business is forming this LLC on behalf of somebody else so, all you’ll need to do is simply put your name here where it says “Print Name”, and then once you print this document out, I’ll go ahead and just sign where it says “Signature”. If you’re forming your LLC and you have somebody else with you as well, if you’d like to, you can put their name and they can sign here, but again, it’s not required. Only 1 person needs to sign this document. Let’s just take a look at our other document here. You can see that this page is exactly the same (again, sign and print your name). All right, let’s just do a quick review. Make sure the top, for the Cover Letter, you list your name, your address and contact information. Check the boxes for the email services that you’d like, go ahead and request your service (regular service from in most cases is going to be just fine with a 3-7 day business turnaround time), remember to check below this video for the most up-to-date mailing address, filing fee amount, and who to make your check or money order payable to. Check Box 1 for “For-profit LLC”, the Name of your LLC, Effective Date, Period of Existence, and Purpose (you can leave those all blank”. The only difference here would be if you were forming this in December (we recommend you go ahead and date this in January and send it and then). Under the “ORIGINAL APPOINTMENT OF AGENT”, you put the name of your LLC at the top. You going to list your name, or, someone you know (and their contact address has to be in the State of Ohio, remember). Then, down below, is their acceptance of that appointment, So you put their name, your LLC name again and if it’s you, you sign here, or, if it’s a friend or family member, they sign there. And then this page, simply, if you’re using Northwest Registered Agent, it’ll be filled out with their address and their signature. All you have to do is simply plug your LLC name at the top once, and then underneath the Acceptance of Appointment (you’ll put it there), and then simply sign here once you print this out, and print your name there, and you don’t need anything on this line. So hopefully, this video is helpful for you (everything makes sense). Again, if you do a regular filing, it’s going to take 3-7 business days to get back your approval, and then once you get back your approval you can then move on to the next step (which is going to be your LLC Operating Agreement). And that concludes this Lesson.
Note:If you are hiring (or hired) a Commercial Statutory Agent, you will need to call or email them to get their signed Acceptance of Appointment of Statutory Agent, which is a part of the Articles of Organization and must be mailed to the state.
Mail a copy of your completed Articles of Organization and your check or money order for $99 made payable to the “Ohio Secretary of State” to:
Ohio Secretary of State P.O. Box 670 Columbus, OH 43216
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