Ready to incorporate? Transform your organization into a legal business entity in three easy steps today with LegalZoom. Once you incorporate, you'll gain the ability to protect your personal assets from financial risk and to shrink your personal tax bill. We'll help you choose what type of corporation you want to become and walk you through the whole process. LegalZoom has helped thousands of businesses incorporate online so you can feel confident using the best resource on the web.
When incorporating in Ohio with LegalZoom, we not only file your articles of incorporation with the Ohio Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your Ohio corporation.
Ohio Incorporation Information
Incorporating in Ohio
Selecting a business name is one of the first steps in the process of forming your Ohio Corporation. The name that you choose:
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check before filing to see which names are available.
- Must be distinguishable from any other registered Ohio business entity and any reserved names on record, subject to certain exceptions under state law.
- May not contain language stating or implying that the corporation is connected with a government entity, or that it is a business entity that it is organized for a purpose other than that permitted by state law and its articles of incorporation.
In addition, the name must contain one of (or an abbreviation of) the following words, or words or abbreviations of like import in another language:
Articles of Incorporation:
To form a corporation in Ohio, articles of incorporation must be filed with the Ohio Secretary of State. The Ohio General Corporation Law (Title 17, Chapter 1701 of the Ohio Revised Code) requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:
- Minimum Number of Incorporators: One or more.
- Eligibility Requirements: Any entity or natural person
- Listing Requirements - The name and address of each incorporator must be listed.
Ohio allows a corporation to be formed for any lawful business activity, including professional services.
Stock and Other Information:
- Minimum Number of Directors: One or more.
- Eligibility Requirements: None. The articles of incorporation or regulations may prescribe qualifications for directors.
- Listing Requirements: Names of directors are not required in the articles.
The articles must state:
- The number of shares and the par value of shares that the corporation is authorized to issue. (NOTE: Certain par value restrictions apply to particular types of corporations, including banking, trust and insurance corporations.)
- The initial stated capital of corporation, if any.
- The address of the corporation's principal office.
Ohio permits optional provisions to be included in the articles of incorporation, such as:
- The names and addresses of the initial directors.
- The corporate purpose(s).
- Provisions managing the business and regulating the affairs of the corporation.
- The duration of the corporation, if not perpetual.
- Shareholder liability for corporate debts in certain situations.
- Limitations on a director's or officer's liability for money damages to the corporation or its shareholders in certain situations.
Generally, Ohio incorporation regulations are written to manage the corporation's business and affairs. A corporation maintains its regulations at its principal executive office and is not required to file them with the state.
The board of directors or shareholders must adopt initial regulations for the Ohio incorporation, and new or amended regulations are generally adopted by shareholders, subject to certain state rules and compliance with the articles.
Officer Information: Directors must elect and prescribe duties for officers. There must be at least a president, a secretary and a treasurer. Any officer may hold more than one office in the corporation, but no officer shall execute, acknowledge, or verify any legal instrument in more than one capacity.
Every Ohio corporation must have a statutory agent in Ohio -- the person or office designated to receive official state correspondence and notice if the corporation is "served" with a lawsuit.
Eligibility Requirements - The statutory agent must be either: (1) a natural person residing in the state, or (2) an Ohio-licensed corporation with authority to transact business in the state, having a business address in the state.
A written acceptance by the statutory agent must be filed along with the articles.
Under Ohio law, there is no need for certain professions to incorporate as a "professional corporation." Those professions can simply incorporate as a regular business corporation, or they can incorporate as a professional corporation.
A report must be filed with the Ohio Tax Commissioner each year between January 1 and March 31. This report must indicate:
Income Tax Rate:
- The corporation's name and its state or country of incorporation;
- The location of its principal office and, in the case of a foreign corporation, the location of its principal place of business in the state and the name and address of the officer or agent of the corporation in charge of the business in the state;
- The names of its president, secretary, treasurer, and statutory agent in the state, with the post office address of each;
- The kind of business in which the corporation is engaged;
- The date of the beginning of the corporation's annual accounting period that includes the first day of January of the tax year;
- Any other information that the Tax Commissioner may require.
For information on the Ohio state income tax rate, visit: http://tax.ohio.gov/
S corporation status is recognized by the State of Ohio.