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Steven S.

Steven Stark

577 reviews
For over 30 years, Steven Stark has offered counsel to non-profit organizations and private companies. He has a passion for helping small businesses in particular since he himself started several businesses of his own in New York and Florida. He understands the importance of small businesses having a reliable attorney to advise them about legal matters from their inception.
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Scott S.

Scott Stram

390 reviews
As a member of both the New York and New Jersey Bars, Scott Stram is an accomplished lawyer with experience in a range of legal and business areas. This includes corporate law, data security, compliance, real estate, and intellectual property. Before founding Stram Law, Scott was a compliance officer for a company that performed property audits, a director of a security consulting practice, and an operations officer for Viacom and CBS.
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Jake S.

Jake Siciliano

252 reviews
Jake graduated from Thomas Jefferson School of Law where he focused on international trademark and corporate law. As of 2022, he has obtained his L.L.M. in Financial Compli... read more
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Richard G.

Richard Gora

200 reviews
Looking for an attorney with experience? Richard Gora is the exact attorney you want. Having defended over 100 cases both in state and federal courts and working with clients from around the globe, Richard has an array of different experiences. His services are wide-ranging and include business litigation, securities litigations, employment litigation, and business counsel. Prior to founding Gora LLC, he worked for Finn, Dixon & Herling LLP for eight years.
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Michael W.

Michael Wieser

152 reviews
I am dedicated to working with startup entrepreneurs and early stage growth companies to provide legal stability and scalability for growing enterprises. What sets me apart... read more
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Conor T.

Conor Teevan

151 reviews
Top-tier talent shouldn’t have to come with a top-tier fee. This is why Conor Teevan combines his top-tier expertise (Yale undergrad, Stanford Law) with affordability. Conor has represented Silicon Valley startups, real estate investors, artists creating companies, and even a child author in need of a book deal. Conor himself started a real estate company with holdings in five states.
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Paul S.

Paul Spitz

141 reviews
With an MBA in marketing from Indiana University, Paul Spitz offers business experience and legal expertise to companies ranging from startups to midsize organizations. He specializes in the areas of technology, marketing, e-commerce, and digital media. Unlike attorneys at large law firms, Mr. Spitz is able to provide affordable services in counseling, representation, and negotiation.
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Brig R.

Brig Ricks

134 reviews
I am a senior executive and strategic legal adviser with 19 years of experience providing legal services in international environments. I am a general counsel who can advis... read more
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Grant M.

Grant Maynard

127 reviews
Grant represents high-growth companies in all aspects of formation, financing, and intellectual property issues. He has previously done general corporate, intellectual, and real estate work at Nebraska's oldest law firm before transitioning to a more virtual lifestyle. As an entrepreneur himself, he understands the need to balance legal and business interests.
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Baruch G.

Baruch Gottesman

117 reviews
Baruch Gottesman is a corporate attorney with over a decade of experience. He is licensed to practice law in both New Jersey and New York. Baruch obtained his J.D. degree in law from the Benjamin N. Cardozo School of Law, Yeshiva University. He is skilled in providing legal assistance to startup companies, with exceptional experience in drafting, negotiating and reviewing commercial contracts. Baruch founded his own law firm in January 2010.
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Why use UpCounsel to hire a Ohio S Corporation Formation Attorney?

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Why use UpCounsel to form an S Corporation in Ohio

Starting an S Corporation in Ohio with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our S Corporation attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for an S Corporation.

When forming an S Corporation in Ohio with UpCounsel, the attorney you choose to help you will conduct a business name search for your Ohio corporation and assist you in preparing your S Corporation Operating Agreement, along with providing other legal services based on your needs. Once your Articles of Incorporation have been prepared and successfully filed with the Ohio Secretary of State, your Ohio corporation has been formed and begins its existence as a Corporation entity.

However, a corporation does not register as an S Corporation with the Secretary of State. It registers as a corporation with the state and then may file for S Corporation status with the IRS. S Corporation status is a taxation category which provides income tax advantages to small businesses.

Requirements for Forming a Ohio S Corporation

Choosing a Company Name for Your S Corporation

One of the first steps in the process of forming your CA S Corporation is to choose your business name.

The business name that you choose must contain the words "Incorporated" or "Inc." It must be distinguishable (not the same as or deceptively similar to) the name of an S Corp or foreign S Corporation reserved or registered.

Your S Corporation 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 S Corp before filing to see which names are available. Once you have chosen an available name, your chosen S Corporation attorney can help you properly register your name with the State of Ohio.

Articles of Incorporation: When forming an S Corporation in Ohio, the Articles of Incorporation must be filed with the Ohio Secretary of State. Ohio state law requires that certain information be included in your Articles of Incorporation when forming your Ohio S Corporation.

This information must include:

  1. The S-Corp's name.
  2. The effective start date of the Articles.
  3. The S Corporation 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.
  4. The number of shares the S Corporation is authorized to issue.
  5. The amount of initial stated capital.

S Corporation Qualification Requirements: For a corporation to qualify as a S Corporation for tax purposes, it must meet the following requirements:

  1. Must be a domestic corporation.
  2. Have only allowable shareholders including individual, certain trusts, and estates; and may not include partnerships, corporations or non-resident shareholders.
  3. Have only one class of stock
  4. Have no more than 100 shareholders
  5. Not be an ineligible corporation (i.e. certain financial institutions, insurance companies, and domestic international sales corporations).

Additionally, a Ohio S Corporation formation generally requires inclusion and/or consideration of the following:

S Corporation Operating Agreement: Although the S Corporation Operating Agreement is not required with the Articles of Incorporation, it is a good idea for every S Corporation with more than one member to have one. The Articles of Incorporation may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. Ohio recognizes operating agreements as governing documents.

Membership: A S Corporation must have one or more members.

Eligibility Requirements: A natural person or an entity.

Procedure for Membership: The member may acquire an interest in the S Corporation directly from the S-corp at the time of formation and, after formation, at the time provided in and upon compliance with the Articles of Incorporation or the operating agreement or, if not provided, only upon the vote of a majority in interest of the S Corporation members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the S-Corp's operating agreement.

Business Licenses: Business licenses and/or permits are required for most S-Corp's offering specific professional services. Contact the Ohio State Corporations Commission for specific licenses.

Resident Agent needed for a Ohio S Corporation

Remember every Ohio S Corporation 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 S Corporation 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.

Annual Report: Ohio does not require S Corporations to file an annual report.

Records: Each Ohio corporation must keep the following records open to inspection at its office:

  1. Accounts of record
  2. Minutes of the proceedings of the incorporators, shareholders, directors and committees of the directors.
  3. A record of the shareholders, including their name and addresses and listing number and class of shares issued or transferred to them.
  4. A signed "Incorporator's Statement" showing the names and addresses of the initial directors who will serve on the board until the first annual meeting of shareholders.

Filing Fees for a Ohio S Corporation

The processing fee for the Articles of Incorporation is generally about $125 but may be expedited for additional fees. Also, the filing and reservation of the S-Corp'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 S Corporation

A Ohio S Corporation is a special type of corporation created through an IRS tax election. An eligible corporation can avoid double taxation (once to the corporation and again to the shareholders) by a corporation with a Subchapter S designation by the IRS. A corporation must file a Form 2553 to elect "S" status within two months and 15 days after the beginning of the tax year.

Owners of the S Corporation report business losses or profits on their personal tax returns, and therefore the business itself is not taxed. Each shareholder is responsible for paying taxes on their pro rata share of the S corporation's items of income, deductions, and credits (through a Schedule K-1 form).

Ohio state law follows federal law for income tax purposes. Therefore if a corporation is classified as an association taxable as a S Corporation for federal income tax purposes, so will it be taxable as a corporation for state tax purposes.

Federal Income Tax: An S Corporation does not pay federal income tax.

Ohio State Income Tax: A Ohio S Corporation is subject to Ohio's commercial activity tax (measured by gross receipts).

Federal Tax Identification Number: Your corporation will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). You do not need to get a new EIN after the corporation choose to become a S Corporation. An EIN is similar to an individual's social security number. You will need an EIN for your S Corporation as long as there is one member, even if the S Corporation 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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