Ohio S Corp Formation

Ohio S Corporation Formation

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Steven S.

Steven Stark

253 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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Richard G.

Richard Gora

152 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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Joshua G.

Joshua Garber

182 reviews
Representing notable clients like Tesla and the City of Los Angeles, Josh Garber excels at helping clients with employment and labor laws. Many of his past clients have had great success using Josh for employment agreements and Division of Labor Standards Enforcement (DLSE) hearings. With his practical advice, he has even helped clients avoid going to court.
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Andy C.

Andy Chen

3 reviews
Andy's practice was founded in Silicon Valley in 2010. His team represents local clients and those from around the world with their matters in California and New York. His firm strives to assist his clients with any problems they encounter by working with other lawyers around the US. He has a "Superb" rating as a Top Attorney in business and a Top Contributor in business by Avvo.
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Dimple P.

Dimple Patel

Dimple is the Senior Contracts Associate at Genentech where she negotiates commercial contract terms with business groups and analyzes legal risks for the company. When she was previously an Associate Attorney for LegalForce RAPC, she reviewed the filing of over 300 trademark applications and advised clients on various aspects of business including trademark application strength.
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Austin B.

Austin Bosarge

Austin Borsarge is a registered patent attorney and real estate broker in California. He also works in corporate law, intellectual property, and transactions. Previously, he was the president and CEO of a mortgage technology company and he has experience working with startups. Austin holds a J.D., cum laude from Suffolk University Law School and also has a degree in electrical engineering from Georgia Tech.
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Dustin H.

Dustin Hurley

2 reviews
For over 3 years, Dustin Hurley has been the Owner of his own law firm, Hurley Law Office, LLC. Previously, he was a Partner at West & Hurley Co., LPA. His current practice is focused on advising small businesses and small business owners on issues they may encounter in the business life cycle. Dustin received the Clients' Choice Award from Avvo.com in 2014, as well as the 2016 Rising Star in Corporate and Business Law. He obtained his J.D. from the University of Dayton School of Law.
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Jonathan E. R.

Jonathan E. Riley

2 reviews
Jonathan's practice areas include business law and commercial contracts with a focus on general counsel services, corporate formation, and agreement drafting. He regularly works with entrepreneurs and has a passion for helping good businesses be great by proactively identifying and addressing their legal needs. Jonathan has built his experience at boutique and large law firms.
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Bryan N.

Bryan Norton

Bryran, previously worked for big law firms such as jurisLAW, PLLC and Middleton Law, PLLC, and is now working as the Deputy City Attorney for Boise City Attorney's Office. His areas of expertise include personal injury, governmental torts, workers compensation, and family law. He received his Juris Doctor from the University of Idaho College of Law, appearing on the Dean's list each semester. Before that, he graduated from the University of Washington with a BA in Political Science and History.
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Christopher R.

Christopher Rouse

Attorney Christopher Rouse has experience in both federal and state courts for civil litigation. As a civil litigator, Christopher has helped both businesses and individuals with cases of property damage, personal injury, probate, and more. In addition to his litigation experience, Christopher handles employment law to include whistleblower lawsuits, discrimination claims, and sexual harassment.
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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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