1. Selecting a Legal Structure for Your Company
2. Choosing a Name For Your Business
3. Filing Articles of Incorporation
4. Appointing a Statutory Agent
5. Creating Corporate Bylaws
6. Creating a Board of Directors
7. Understanding Licenses, Permits, and Taxes

When you know how to start a corporation in Ohio, you can follow the steps to create a separate legal entity for your business. This limits your personal liability for business debts and obligations and provides significant tax advantages.

The corporate structure is just one option for your Ohio business entity. You should familiarize yourself with the various structures to find one that best suits your company and its goals.

Choosing a Name For Your Business

Your business must have a unique name that isn't already used or registered by another Ohio business. The state maintains an online business search tool to see if your desired name is available. Corporate names must include either Incorporated, Company, Corporation, Inc., Co., or Corp.

Filing Articles of Incorporation

Once you have a name, you must complete and submit the articles of incorporation form provided by the Ohio Secretary of State. This can be done on the online portal, which is used to submit other required forms and filings over the life of your business.

  • On your first visit, you create a profile by clicking the green button marked "Create Profile." This requires you to enter your name, address, email address, and password.
  • Check your email to verify your user ID and receive your four-letter Signature Code, which is required for later actions.
  • Select "Business Forms and Filings" to access the necessary documents.
  • Select "File a New Business or Register a Name." Select the correct type of business entity from the drop-down menu.
  • Pay the $99 filing fee by entering your credit card information, then click Confirm and Proceed.
  • Pay an additional fee to arrange for expedited service. Standard service is at least three business days. You can also opt for service within four hours for $399, within one business day for $299, or within two business days for $199.
  • You'll be prompted to do a name search, but if you've already done so you can simply enter your chosen corporate name in the space provided.
  • Next, you'll be walked through several screens to fill out complete, accurate information about your new corporation.
  • When you're done, you'll have a chance to double check your articles of incorporation and make any required changes by selecting either "Edit" or "Save and Preview."
  • When you're ready to save the final version, select "Verify This Document."

Although you aren't required to use the template provided by the state, doing so ensures that you have met all the requirements for this document. You can also consult with a business attorney if you need help completing the form.

Appointing a Statutory Agent

Your Ohio business must have a statutory agent who agrees to accept service of process on behalf of the corporation. This must be a person who lives in the state and has a physical address or a business that keeps regular hours at a location in the state. Professional registered agent services are available. To appoint a statutory agent:

  • List his or her name and Ohio mailing address.
  • Have all incorporators sign the document to approve the appointment.
  • Have the agent sign to accept the appointment.

Creating Corporate Bylaws

Your new corporation will need to establish bylaws and corporate records. Bylaws consist of the comprehensive regulations for managing your company and its affairs. The governance guidelines you establish must adhere to Ohio state laws. The first action of your board of directors will be to review and ratify the bylaws.

The Ohio Revised Code has established guidelines for the initial board of directors meeting. It must be held within 90 days of your incorporation date if you plan to adopt bylaws at this time. Formal minutes must be submitted.

Creating a Board of Directors

First, you'll appoint initial directors who will serve a temporary term. These individuals should be named in your articles of incorporation. If you have not done this, you can also create an action in your corporate records to appoint shareholders provided it is signed and dated. At the first annual shareholders meeting, the owners will elect directors.

Stock certificates are often issued to the owners and to other stockholders.

Understanding Licenses, Permits, and Taxes

Businesses must get the licenses and permits they need for legal operation. This depends on your industry as well as municipal, state, and federal requirements. Your best bet is to consult the online business license and permit tool maintained by the U.S. Small Business Administration.

If you need help with starting an Ohio corporation, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.