Key Takeaways

  • Ohio corporations must file Articles of Incorporation and appoint a registered agent and office within the state.
  • Naming rules require the inclusion of corporate designators such as "Inc." or "Corp." and cannot imply misleading purposes.
  • Incorporators are not required to be Ohio residents, and there is no minimum capital requirement.
  • Annual shareholder meetings and detailed records of stock issuance are required.
  • Foreign corporations must register with the Ohio Secretary of State to do business in Ohio.
  • Optional provisions such as professional corporation elections and expedited filing services are available.

The Ohio general corporation law outlines rules for corporations formed or operating in this state. In addition to guidelines for forming a corporation, this law dictates how Ohio corporations can be run.

Basics of the Ohio General Corporation Law

Under the Ohio general corporation law, a corporation is a for-profit company that is formed based on the rules of the state.

The corporation law outlines a few basic rules for forming these entities:

  1. Corporations can be established for any lawful reason.
  2. Individuals and groups of people may establish corporations.
  3. Incorporators can be residents of Ohio but are not required to be residents.

When forming a corporation, incorporators can file formation documents, known as Articles of Incorporation, with the Ohio Secretary of State. Corporations in this state can have a limited purpose or can be formed for the purpose of conducting legal business.

All Ohio corporations must have both a registered agent and a registered office within the state. When it comes to transacting business, corporations have the same rights as natural people.

Filing Requirements for Ohio Corporation Formation

To start the process of Ohio corporation formation, the incorporators must file Articles of Incorporation with the Ohio Secretary of State. This document must include:

  • The corporate name, which must comply with naming rules.
  • The number of authorized shares the corporation is permitted to issue.
  • The name and street address of the registered agent and registered office in Ohio.
  • The name(s) and address(es) of the incorporator(s).

Ohio does not impose a minimum capital requirement for corporations, and there is no requirement to disclose the value of authorized shares in the filing. The filing fee for standard processing is typically $99, with expedited service options available for an additional fee (e.g., 2-day, 1-day, or 4-hour processing for $100–$300 extra)​​.

Naming a Corporation and Choosing a Purpose

The Ohio general corporation law has specific rules for naming a corporation. First and foremost, the corporation must contain one of the following words:

  • Company.
  • Corporation.
  • Incorporated.
  • Limited.

Abbreviations of these words are also acceptable.

In your Articles of Incorporation, you must list a purpose for your corporation. When naming your company, your corporate name cannot include any language that gives the impression that you formed your company for any other reason than its stated purpose. As soon you have filed your Articles of Incorporation, your corporation will come into existence.

New Heading: Choosing a Registered Agent and Office

All Ohio corporations are required to designate a statutory agent (also called a registered agent) who will accept service of process on behalf of the corporation. The agent must have a physical address in Ohio and be available during normal business hours.

This requirement ensures that legal notices and state correspondence can be reliably delivered to the business. The registered agent may be an individual or a qualified commercial agent service. If the agent resigns or the address changes, the corporation must file a change form with the Secretary of State​​.

Running Your Corporation

After you have completed the incorporation process, the rules of the Ohio general corporation law require that you hold an organizational meeting. Your corporation's initial directors should hold this meeting and the purpose of the meeting is to name corporate officers. You can also handle any other business raised during the course of the meeting. Although you formed your corporation in Ohio, you are not required to hold your organizational meeting in this state.

Directors of the company are generally responsible for exercising the corporation's authority. The only exception is circumstances where shareholders must, by law, act instead of directors. Your corporation's board of directors has the option of drafting bylaws that will dictate how to run the company.

Under the general corporation law, your Articles of Incorporation have to include information about the stock classes your corporation will use. You should list every class of stock, as well as the number of authorized shares of each class. Ohio corporations are also required to hold shareholders' meetings on an annual basis. During these meetings, shareholders will elect company directors and will receive company financial reports.

You can include the date of your annual shareholders' meeting in your Articles of Incorporation. If you neglect to include this date in your formation documents, you should hold your meeting in the fourth month after your fiscal year has ended. If you need to elect directors before or after your annual meeting, you can hold a special meeting for this purpose.

Additional Compliance and Maintenance Obligations

Once incorporated, Ohio corporations must follow specific compliance rules to maintain good standing:

  • Annual Reports: While Ohio corporations are not required to file an annual report, any changes to registered agent or corporate information must be updated promptly with the Secretary of State.
  • Corporate Records: Corporations should maintain records of bylaws, meeting minutes, shareholder actions, and issued stock.
  • Franchise Tax: Ohio does not impose a corporate franchise tax; however, corporations may be subject to the Commercial Activity Tax (CAT) if their taxable gross receipts exceed a threshold.

Additionally, corporations should adopt bylaws to govern internal management and clearly define roles for officers and directors​​.

Dissenting Shareholder Rights and the General Corporation Law

One of the most recent changes of the general corporation law is an update in how corporate shareholders receive notification of their ability to dissent on certain corporation decision. The last update to this protocol was in 1970.

The new rules provide a much simpler process for informing shareholders of their dissension rights and how they can utilize these rights. These rules also make it easier for corporations to complete transactions since shareholders will be informed of their rights well before a vote takes place.

The Dissenting Shareholder Rights bill also updated the rules for how stocks sold on an exchange are valued. Now, a stock's fair value is the same as its market price, when sold on an exchange. These rules are in alignment with the precedent reached in Ohio Supreme Court cases. Under these rules, the Court is not required to appraise the value of a share from another exchange issued to a company shareholder.

Foreign Corporations Doing Business in Ohio

Foreign corporations—those formed in another state—must register with the Ohio Secretary of State before conducting business in Ohio. This is done by filing a Foreign Corporation Application for License, which must include:

  • A certificate of good standing (or equivalent) from the home jurisdiction.
  • Information about the business’s Ohio operations.
  • The appointment of an Ohio-based statutory agent.

Foreign entities must comply with the same obligations as domestic corporations, including maintaining a registered agent and updating any changes to corporate structure or contact information​​.

Frequently Asked Questions

1. How long does it take to form a corporation in Ohio? Standard processing typically takes 3–7 business days, but expedited options are available for 1- or 2-day processing.

2. Do Ohio corporations need to file annual reports? Ohio corporations are not required to file annual reports, but they must update changes to their registered agent or corporate structure.

3. Can I form an Ohio corporation online? Yes, Ohio offers online filing for Articles of Incorporation through the Secretary of State's website.

4. What is the Commercial Activity Tax (CAT)? CAT is a gross receipts tax applied to businesses with over $150,000 in taxable receipts in Ohio.

5. Is a registered agent mandatory for an Ohio corporation? Yes, all corporations must appoint and maintain a registered agent with a physical address in Ohio.

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