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Why use UpCounsel to form an LLC in Ohio
Starting an LLC in Ohio with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our LLC attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for limited liability companies.
When forming an LLC in Ohio with UpCounsel, the attorney you choose to help you will conduct a business name search for your Ohio LLC and assist you in preparing your LLC Operating Agreement, along with providing other legal services based on your needs. Once your Articles of Organization have been prepared and successfully filed with the Ohio Secretary of State, your Ohio LLC has been formed and begins its existence as a corporate entity.
Requirements for Forming a Ohio LLC
Choosing a Company Name for Your LLC
One of the first steps in the process of forming your Ohio Limited Liability Company is to choose your business name.
The business name that you choose must contain the words "limited liability company" or the abbreviation "LLC" or "L.L.C." as the last words in the name of the limited liability company. The words "limited" and "company" may be abbreviated to "Ltd." and "Co.," respectively.
It must be distinguishable (not the same as or deceptively similar to) the name of any Ohio Limited Liability Company or foreign LLC reserved or registered with the Ohio Secretary of State. It also cannot contain the words "bank," "trust," "trustee,""incorporated," "inc.," corporation," or "corp.," or "insurer" or "insurance company" or any other words suggesting that it is in the business of issuing policies of insurance and assuming insurance risks without prior approval with the appropriate state agency.
Your LLC name may contain the name of one or more members.
By using UpCounsel, you can choose several business names in order of preference. Your attorney of choice can then conduct a name check for your Ohio Limited Liability Company before filing to see which names are available. Once you have chosen an available name, your chosen LLC attorney can help you properly register your name with the State of Ohio.
Articles of Organization: When forming an LLC in Ohio, the Articles of Organization must be filed with the Ohio Secretary of State. Ohio state law requires that certain information be included in your Articles of Organization when forming your Ohio LLC.
This information must include:
- The LLC's name.
- The duration of the LLC; however, if the Articles or operating agreement do not set forth a duration, its' duration is indefinite.
- The LLC must appoint a statutory agent designated to for its' service of process. The Original Appointment of Statutory Agent (incorporated into the Articles form) must provide the agent's name and address as well as the agent's signature accepting the appointment.
Additionally, the Articles may include the following:
- The purpose(s) for with the LLC, including for any profit or nonprofit purposes. If no purpose is provided, it is deemed that the purpose of the company is to engage in any for-profit, lawful act or activity for which a LLC may be formed.
- The LLC's effective date of organization (if other than the filing date).
- May also include any additional provisions allowed by Chapter 1705 of the Ohio Revised Code.
LLC Operating Agreement: Although the LLC operating agreement is not required with the Articles of Organization, it is a good idea for every LLC with more than one member to have one. The State of Ohio recognizes LLC Operating Agreements as governing documents. The Articles of Organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement.
Resident Agent needed for a Ohio LLC
Remember every Ohio LLC must have a registered agent in Ohio, which is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit. The statutory agent must be one of the following: 1) A natural person who is a resident of Ohio; or 2) a domestic or foreign corporation that has a Ohio business address.
Ohio Secretary of State
Once you create an LLC in Ohio, the Ohio Secretary of State will require that certain recurring responsibilities and duties be fulfilled. The most important of these are explained below.
For further information, contact the Ohio Secretary of State.
Recurring Responsibilities and Duties for Ohio LLCs
Annual Report: Ohio does not require LLCs to file an annual report.
Records: Each Ohio limited liability company must keep the following records open to inspection at its office:
- Accounts of record
- Minutes of the proceedings of the incorporators, shareholders, directors and committees of the directors.
- A record of the shareholders, including their name and addresses and listing number and class of shares issued or transferred to them.
Business Licenses: Business licenses and/or permits are required for most businesses. Contact the Ohio Secretary of State for specific licenses.
Filing Fees for a Ohio LLC
The processing fee for the Articles of Organization is generally about $125 but may be expedited for additional fees. Also, the filing and reservation of the LLC's name is $50. These fees can change so it would be best to check with the Ohio Department of State on what the latest fees are. You may pay these fees in many different forms including cash, check, money orders, or debit and credit cards.
Taxes for a Ohio LLC
A Ohio LLC is not required to be a separate tax entity like a corporation; instead, it can be considered a "pass-through entity," so that the owners of the LLC report business losses or profits on their personal tax returns, just like in a partnership.
Ohio state law follows federal law for income tax purposes. Therefore if the LLC is classified as an association taxable as a corporation for federal income tax purposes, so will it be taxable as a corporation for Ohio tax purposes.
Federal Income Tax: Unless you elect to tax the limited liability company as a corporation, the IRS will treat a single-member LLC in Ohio as a sole proprietorship for tax purposes. This means that the LLC itself does not have to pay taxes or file a tax return. Unless you elect to tax the Limited Liability Company as a corporation, the IRS treats multi-member LLCs as partnerships for tax purposes. This means that LLC owners will each need to pay taxes on their lawful share of the profits on their personal income tax returns, not just on the LLC itself.
Federal Tax Identification Number: Your LLC will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). An EIN is similar to an individual's social security number. You will need an EIN for your LLC as long as there is one member, even if the LLC does not have employees. For certain tax filing requirements the attorney you choose on UpCounsel can help prepare your Federal Tax ID Application, if you have not done so already.
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