Form an Ohio LLC
LegalZoom is your best resource to start your limited liability company online today. We provide a user-friendly service with hefty customer support to help you create an LLC in three easy steps. Protect your business and personal assets and organize your business with the help of experienced business formation experts.
When you form your Ohio LLC, with LegalZoom, we prepare and file your articles of organization with the Corporations Division of the Ohio Secretary of State. We also conduct a name search for your Ohio LLC to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your Ohio LLC begins its existence as a legal business entity.
LegalZoom LLC Overview
Registering an LLC Name:Choosing a business name is one of the first steps in the process of forming your Ohio Limited Liability Company. The name that you choose:
Must contain, as the last words of the name, "limited liability company," without abbreviation or shall include one of the following abbreviations:"LLC," "L.L.C.," "limited," "ltd.," or "ltd."
Must be distinguishable from (cannot be the same as or deceptively similar to) any other Ohio Limited Liability Company or foreign LLC, any domestic or foreign corporation, any domestic or foreign limited liability partnership, any domestic or foreign limited partnership or any trade name.
A LLC may apply to the secretary of state for authorization to use a name that is not distinguishable if the following is filed with the Secretary of State:
o Consent of the other entity or, in the case of a registered trade name, the person in whose name is registered the exclusive right to the use of the particular name.
o Consent given by an entity or person in whose name is registered the exclusive right to use a trade name, to the use of a name by a limited liability company, shall be in the form of an instrument, prescribed by the secretary of state, that is signed by an authorized officer or other authorized representative of the consenting entity or person in whose name the trade name is registered.
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your Ohio Limited Liability Company before filing to see which names are available.
Registering a Limited Liability Company Name: Once you have chosen an available name, LegalZoom can help you register your name with the state.
Articles of Organization: In any Ohio LLC formation, articles of organization must be signed by at least two persons organizing the LLC and delivered, along with a copy, to the Ohio Secretary of State, Corporations Division for filing. State law requires that certain information be included in your articles of organization for your Ohio LLC formation. This information must include:
The LLC name
The period of the LLC's duration (this period may be perpetual or for a set amount of time)
Any other provisions that are from the operating agreement or that are not inconsistent with applicable law and that the members elect to set out in the articles for the regulation of the affairs of the company
A written appointment of a registered agent signed by an authorized member, manager, or other representative of the limited liability company
A written acceptance of the appointment that is signed by the designated agent (form prescribed by Secretary of State)
Filing: Your LLC is considered organized once two signed copies of the original articles of organization and one (1) exact or conformed copy is delivered to the Corporations Division of the Secretary of State.
A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.
Additionally, an Ohio LLC formation generally requires inclusion and/or considering of the following:
Operating Agreement: Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.
Membership: A LLC must have one or more members. Requirements:
Minimum Number of Members: One or more
Procedure for Membership: The member may acquire an interest in the LLC at the time of formation or at a later time either (1) directly from the LLC in proportion to their contribution in accordance with the operating agreement of the company or (2) if the operating agreement makes no provision then upon the written consent of the members.
Resignation of Membership: A member may withdraw from the company at any time by giving written notice to the other members. Certain prohibitions exist surrounding the ability of a member to resign from the company.
A member may not resign from a limited liability company except in accordance with the operating agreement
A member that withdraws in violation of the operating agreement is liable to the company for any resulting damages and may offset the damages against the amount otherwise distributable to the withdrawing member on account of the withdrawing member's membership interest.
Contribution: The contributions of a member to the LLC may consist of cash, property, services rendered, a promissory note, or any other binding obligation to contribute cash or property or to perform services.
Registered Agent In Ohio
LegalZoom can also provide your business with a registered agent in Ohio (the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit).
To be eligible to serve in Ohio, a registered agent must be (1) an individual who is a resident of Ohio, (2) an Ohio corporation, or (3) a foreign corporation holding a license as a foreign corporation under the laws of this state.
Every Ohio LLC must continuously maintain a registered office and agent.
Registered Office: The registered office may be but does not need to be the LLC's place of business.
Ohio Secretary of State
Once an Ohio LLC has been created, the Ohio Secretary of State will require certain recurring responsibilities and duties. The most important of those are explained below. For further information, refer to the Ohio Secretary of State office.
Records: Each limited liability company shall keep following records open to inspection at its office:
A current list of the full names, in alphabetical order, and last known business or residence address of each member
A copy of the articles of organization, all amendments to the articles, and executed copies of any powers of attorney pursuant to which the articles or the amendments have been executed
A copy of any written operating agreement, all amendments to that operating agreement, and executed copies of any written powers of attorney pursuant to which the operating agreement and the amendments have been executed
Copies of any federal, state, and local income tax returns and reports of the company for the three most recent years
Copies of any financial statements of the company for the three most recent years
Unless contained in a written operating agreement, a writing setting forth all of the following:
o The amount of cash, and a description and statement of the agreed value of any other property or services, each member has contributed and has agreed to contribute in the future
o The date of any additional contributions made or agreed to be made by each member
o Any right of the company to make to a member, or of a member to receive, any distribution that includes a return of all or any part of his contribution
o Each event upon the occurrence of which the company is to be dissolved and its affairs wound up
o Copies of records that would enable a member to determine the relative voting rights of the members
Acts Triggering Dissolution: A LLC is dissolved upon the happening of any one of the following events:
Expiration of the duration of the LLC fixed by operating agreement or articles of organization
Occurrence of event specified in writing in the operating agreement
Unanimous written consent by all members
The withdrawal of a member, unless the business of the LLC is continued by the consent of all remaining members or under a right to continue the company that is stated in writing in the operating agreement
Entry of a court order
A LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, a LLC is not required to be a separate tax entity like a corporation; instead it can be a "pass-through entity" so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Income Tax: Unless you elect to tax the LLC as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you elect to tax the limited liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Filings must be made with the Ohio Secretary of State along with the appropriate filing fee. When appropriate, a check must accompany the document payable to the State of Ohio, covering all charges for the Secretary of State.