How to Form an Ohio Corporation

Both methods require a filing fee of $99 plus an additional fee if the corporation authorizes 1,000 or more shares.

Step 4: Specify initial directors

Ohio law requires corporations to have a board of directors. Directors are fiduciaries responsible for corporate governance, policies, and strategic decisions. When choosing your directors, keep in mind these requirements: 

• You must have at least one director.
• Directors must be at least 18 years old.
• The corporation’s number of directors may be established by articles of incorporation, bylaws, or shareholder vote.
• Additional qualifications may be established in articles or bylaws.

Step 5: Create corporate bylaws

Ohio requires that corporations adopt corporate bylaws, which establish internal governance rules and operating procedures. These aren’t filed with the Secretary of State; rather, corporations just need to keep them on file. 

Typical bylaw provisions include specifications for the following.

• Shareholder meetings: Notice requirements, quorum, voting procedures
• Director meetings: Frequency, notice, decision-making processes
• Officer roles: Duties and responsibilities of corporate officers
• Stock issuance: Procedures for issuing and transferring shares
• Record-keeping: Requirements for corporate books and records
• Amendment procedures: How to modify bylaws

Step 6: Hold initial board meeting and issue stock

After incorporation, conduct an initial board of directors meeting to:

• Adopt bylaws and corporate resolutions
• Elect officers (President, Secretary, Treasurer, etc., as required)
• Authorize stock issuance to initial shareholders
• Approve corporate bank account opening
• Establish fiscal year and accounting methods
• Adopt corporate seal (if desired)

Document all decisions in corporate minutes, and maintain them in your corporate records.

Step 7: Obtain employer identification number (EIN) and register for state taxes

A federal tax EIN is required for corporations. You’ll use it to open corporate bank accounts, file tax returns, and hire employees. You can apply for one through the IRS or have it done for you through LegalZoom’s EIN service.

You will also need to register with the Ohio Department of Taxation for applicable taxes.

• Commercial Activity Tax (CAT): For businesses with Ohio gross receipts over $6 million
• Sales and use tax: If selling taxable goods or services
• Employer withholding: If hiring employees
• Unemployment insurance: Also for businesses with employees

How to change your Ohio statutory agent

Whether your current statutory agent resigns or you simply want to designate a new one, you’ll need to notify the Ohio Secretary of State of the change. Just follow these steps:

• File a Statutory Agent Update (Form 521) with the Ohio Secretary of State, either online or via mail.
• Pay the $25 filing fee.

The new statutory agent must sign the form to prove they consent to the role.

Costs of incorporating in Ohio

• Name reservation: $39
• Articles of Incorporation: $99 plus an additional fee if the corporation authorizes 1,000 or more shares. 
• Statutory agent: $0–$300 per year (depending on if you serve as your own agent or not)
• Attorney consultation: $100–$500 per hour
• EIN application: $0–$79 (depending on if you use a service or not)
• Business licenses and permits: Variable by industry and location (take a look at specific state licenses and permits)
• Tax obligations: Varies (depending on what taxes your corporation owes)

After incorporation: Ongoing compliance and requirements

An Ohio corporation must stay in good standing with the state, which requires ongoing attention to state and federal requirements.

Corporate record-keeping

It’s important to keep your corporation’s records current. While not every record must be filed with the state, all the following must be kept by your company:

• Articles of incorporation and amendments
• Bylaws and amendments
• Minutes of shareholder and director meetings
• Stock certificates and transfer records
• Financial statements and accounting records
• Tax returns and supporting documentation

Ohio has specific rules about what to do with your records. You must:

• Maintain records at the corporation's principal office or registered office.
• Make certain records available for shareholder inspection.
• Keep records for the periods specified in Ohio Revised Code (e.g., 3 years for employee records, 4 years for tax records, etc.).

Annual compliance

Each year, you will need to file taxes and other documents federally:

• Annual tax returns (IRS Form 1120 for C corporations)
• Employment tax filings if you have employees (find the appropriate form on the IRS’s website)
• Information returns as applicable

Additionally, you will need to keep these Ohio requirements up-to-date:

• Commercial activity tax returns for qualifying businesses (due annually by May 10)
• Employment tax filings for businesses with employees
• Maintain all necessary business licenses and permits, both state-issued and locally issued

Corporations can pay all of their applicable state taxes using the Ohio Business Gateway online portal.

Corporate formalities

These regulations exist to help preserve your limited liability protection:

• Hold regular meetings of shareholders and directors
• Document major decisions in corporate minutes
• Maintain separate finances from personal accounts
• Issue stock certificates to shareholders
• Follow bylaws and corporate procedures
• File required reports on time

How LegalZoom can help with Ohio corporation formation

LegalZoom simplifies the Ohio corporation formation process. Just fill out a few questionnaires and we’ll handle the paperwork, plus help you get up to speed with state compliance requirements. We also offer other services that blend seamlessly with your formation, such as compliance management and our Westlake-based statutory agent service. There’s a reason more than 4 million businesses have turned to LegalZoom for formation—let our experienced team help you make your dream a reality.