To incorporate a nonprofit in Ohio, you’ll need to file formation documents with the Ohio Secretary of State (SOS) and apply for tax exempt status with the IRS. These are two separate steps that are both vital to operating as a tax-exempt nonprofit in the Buckeye State.
Here’s everything you need to know to get your mission off the ground, including Ohio nonprofit corporation requirements, costs, timelines, and more.
How to start a nonprofit in Ohio at a glance
- Form a nonprofit corporation by filing articles of incorporation with the Ohio Secretary of State. This creates your legal entity but doesn’t make it tax-exempt.
- Get federal 501(c)(3) status by filing Form 1023 or Form 1023-EZ with the IRS. Ohio tax exemptions also require separate filings.
- Ohio law requires at least three directors (unless the corporation has less than three members) and a statutory (registered) agent to incorporate.
- Register with the Ohio Attorney General's office before fundraising if your nonprofit incorporated in Ohio, plans to seek donations, and/or owns assets in Ohio.
- The total startup cost ranges from around $374 to $900 or more depending on whether or not you choose to utilize professional guidance.
- The full process typically takes one to six months depending on the size of your organization. The IRS 501(c)(3) application accounts for the bulk of that time.
How to start a nonprofit in Ohio: Step-by-step
Under Ohio nonprofit law, a nonprofit can be a corporation, trust, or an unincorporated nonprofit association. However, a corporation is the most common structure due to the robust liability protection and credibility it provides.
No matter which structure you choose, you’ll need to complete both state and federal requirements to operate as a tax-exempt organization. Most of these requirements build upon each other, so it's best to complete them in order for a smooth process.
Step 1: Choose an organizational structure
Ohio offers three main structures for nonprofit organizations, each with distinct advantages and requirements.
- A nonprofit corporation is the most common legal structure for nonprofits. It operates under a board of directors according to its articles of incorporation and bylaws (internal rules). Nonprofit corporations offer limited liability protection for directors while maintaining 501(c)(3) status.
- An unincorporated nonprofit association is a noncorporate entity with two or more members that exists for a nonprofit purpose. It allows for less formal organization but still provides limited liability protection under the Uniform Unincorporated Nonprofit Association Act.
- Charitable trust is a type of irrevocable trust that a trustee holds and manages for charitable purposes. It allows individuals or organizations to dedicate assets to charitable causes and potentially receive tax benefits.
Step 2: Choose and reserve your Ohio nonprofit name
When choosing a name for your organization, you want to pick something that helps it stand out and attract donors. But, the name you choose also needs to comply with Ohio's business name requirements:
- It must be distinguishable (clearly different) from existing business and trade name registrations with the SOS.
- It can't inaccurately imply affiliation with a government, financial, educational, or professional agency or institution.
Once you have a name, search the Ohio Secretary of State's business database to check if it's available, or use LegalZoom’s free name search tool below. Read more in our comprehensive Ohio business name guide.
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While Ohio doesn't require unincorporated nonprofit associations to register with the Secretary of State, they do require one to at least file a trade or fictitious name. This informs the SOS that your organization will use a name other than its founders’ legal name.
Tip: If you aren't ready to officially register, you can reserve a name for 180 days by filing Form 534B with the Ohio Secretary of State for a $39 fee.
Step 2: Choose your incorporators, directors, and statutory agent
An incorporator is simply the person who signs and files the articles of incorporation. Ohio allows anyone to act as the incorporator, regardless of their residence.
The directors are the individuals who govern your organization. They set policy, approve budgets, and actively oversee the organization’s operations and finances. Ohio requires at least three directors to serve on the board of a nonprofit, unless the corporation has less than three members. Then, there must be at least as many directors as members.
A statutory agent, also known as a registered agent, is a person or entity that you appoint to receive legal notices, lawsuits, and government correspondence on behalf of your organization. A nonprofit corporation in Ohio must appoint and maintain a statutory agent who meets state requirements:
- They must have a physical Ohio street address, not just a P.O. box.
- They must be either an individual Ohio resident or a business entity authorized to operate in Ohio.
- They must consent to perform the role.
You can be your own agent, appoint an employee, or work with professional registered agent service. The perk of working with a professional is that they’ll stay on top of important mail and related deadlines so that you can focus on your mission.
Step 3: File your Ohio nonprofit articles of incorporation
Articles of incorporation are your Ohio nonprofit formation documents. They’re the foundation of your organization’s legal existence. You can file articles, along with the $99 filing fee, online through the Secretary of State's business portal, by mail, or in person at their Columbus office.
Here’s what your Ohio nonprofit Articles of Incorporation (Form 532B) should include:
- Nonprofit name
- Principal office address
- Purpose
- Registered (statutory) agent's name, address, and signature
- Incorporator's name and signature
To get 501(c)(3) status in Ohio, you also want to make sure to include these two provisions required by the IRS:
- Purpose clause. Your articles must state that your nonprofit is organized for one or more of the IRS’ exempt purposes. Form 523B provides a space for you to include this clause in the “purpose” section.
- Dissolution clause. Your articles also need to state that it will distribute its assets for charitable purposes should the corporation dissolve. You can include this clause in a separate document attached to your articles.
Unincorporated nonprofit associations also need to create organizing documents, but don't need to file them with the SOS. However, they should file an Agent Notification Form (Form 580) to provide the name and address of their organization and statutory agent.
Step 4: Draft your nonprofit bylaws and hold your organizational meeting
The organizational meeting is where the board formally adopts bylaws and elects any additional officers or members. Bylaws are your organization's internal operating rules. Ohio doesn’t require you to file them with the Secretary of State, but you’ll need them to apply for tax-exempt status with the IRS and register with the Ohio Attorney General’s Office.
At a minimum, your bylaws should address the following:
- Nonprofit name and purpose
- Board composition, terms, and removal procedures
- Director roles and responsibilities
- Officer titles and duties
- Meeting frequency
- Quorum requirements (the minimum number of directors who must be present for a meeting to take place or for its actions to be binding)
- Voting procedures
- Conflict of interest policy (a policy to ensure directors, officers, and key persons address any conflicts of interest, including procedures for how to navigate the conflict)
- Amendment procedures (methods for adding to or adjusting bylaws)
- Dissolution procedures (rules on how to dissolve the nonprofit, including a clause on distributing assets for charitable purposes)
You can also work with a business attorney or use an online legal service to help ensure your bylaws cover all the important points. Your bylaws will often act as a supporting document when registering with state and federal agencies, so it's important to create a comprehensive document that adds credibility to your mission.
Step 5: Get an employer identification number for your Ohio nonprofit
A federal employer identification number (FEIN or EIN) is a nine-digit ID that the IRS assigns businesses to identify them for tax purposes. You’ll need an EIN to file for tax-exempt status, hire employees, and apply for grants. Some banks may also require an EIN to open a bank account. It’s completely free to obtain an EIN through the IRS website.
But, you can also use LegalZoom’s EIN filing service if you want guidance. Keep in mind, an EIN doesn’t make your organization tax-exempt. It's an identification number that the IRS, banks, and other agencies use to identify your organization.
Step 6: Apply for 501(c)(3) federal tax-exempt status
Now, you’re ready to apply for tax-exempt status with the IRS. This is the next major step in setting up your nonprofit. It can make donations tax-deductible and exempts your organization from federal income tax. The IRS grants 501(c)(3) status through one of two main forms.
Form 1023 is the more complex application.
- Who qualifies: Larger exempt organizations that don’t qualify for the simpler form.
- Filling fee: $600.
- How to file: Submit the completed form online through www.pay.gov.
- Processing time: Generally, around six months.
- Other requirements: You will need to attach your organizing document (articles of incorporation for a nonprofit corporation) and bylaws.
Form 1023-EZ is a simplified version of the 1023 for smaller organizations.
- Who qualifies: U.S. exempt organizations whose current or projected gross receipts don’t exceed $50,000/year and total assets value at $250,000 or less.
- Filling fee: $275.
- How to file: Submit the completed form online through www.pay.gov.
- Processing time: Generally, about a month.
- Other requirements: Your organizing document (articles of incorporation for a nonprofit corporation).
Note: Bylaws can serve as an unincorporated nonprofit association’s organizing document if they include its name, purpose, member names and signatures, and the intent to form an organization.
After the IRS reviews your application, you’ll receive a determination letter approving your status, a request for additional information, or a rejection letter. If you’d like help filing the application, LegalZoom’s 501(c)(3) application service can guide you through the process.
Step 7: Apply for Ohio state tax exemptions
501(c)(3) status doesn’t automatically make your nonprofit exempt from Ohio state taxes. You’ll need to file separately with the Ohio Department of Taxation to qualify for state tax exemptions.
Here are some of the main Ohio nonprofit tax exemptions for charitable organizations:
- Ohio Commercial Activity Tax (CAT) exemption. Nonprofits are already excluded from this tax.
- Ohio sales and use tax exemption. Form STEC-B is a blanket sales and use tax exemption for all purchases made from a specific vendor. Form STEC-U allows your nonprofit to claim sales and use tax exemptions on specific purchases.
- Ohio real property tax exemption. Form DTE 23 allows qualifying property owners, including charitable organizations, to receive exemptions from property taxes.
It’s wise to consult with a business attorney or tax professional for a better understanding of what tax obligations or exemptions apply to your specific organization.
Step 8: Register with the Ohio Attorney General
Ohio charities must register with the Ohio Attorney General's Office before seeking donations. You can register through the Charitable Ohio’s online portal. Here’s what you’ll need:
- A copy of your articles of incorporation
- Bylaws
- IRS determination letter
Registration fees vary based on your nonprofit’s gross revenue.
- Less than $5,000: $0
- $5,000 to $25,000: $50
- $25,000 to $50,000: $100
- $50,000 or more: $200
These organizations are exempt:
- Churches
- Schools
- Qualifying charitable trusts or trusts with revocable charitable interests
Note: After registration, there are yearly compliance obligations your organization will need to keep up with, including filing an annual charitable report.
How much does it cost to start a nonprofit in Ohio?
While the full cost of starting a nonprofit in Ohio will vary based on the needs, location, and size of your organization, these are some of the basic costs that you should be aware of.
- Articles of incorporation: $99
- Expedited processing (optional): $50 to $300 depending of the speed of the service
- Name reservation (optional): $39
- EIN: Free or for a fee using a service like LegalZoom
- Form 1023: $600
- Form 1023-EZ: $275
- Ohio Attorney General registration: $0 to $200 depending on your gross revenue
Therefore, the total basic initial cost to start a nonprofit in Ohio ranges from around $374 to $900. Professional assistance would increase these numbers, but is often worth it for the peace of mind and accuracy.
How long does it take to start a nonprofit in Ohio?
It’s wise to plan for six to 12 months from your first filing to full recognition. Here’s a breakdown of some of the timelines:
- Articles of incorporation: Generally, 3–7 business days
- EIN application: Typically same day
- Form 1023-EZ: Generally around one month
- Form 1023: 3–12 months, but typically around six
- Ohio Attorney General registration: Up to two weeks
You’ll need your determination letter from the IRS before you can register with the Ohio Attorney General’s Office.
Ongoing Ohio nonprofit compliance
Once your nonprofit is off the ground, it's important to stay compliant with federal and state laws so that you can keep making a difference.
Federal Form 990 filing requirements
Most Section 501(c)(3) public charities need to file annual reports with the IRS. Which form you file depends on your organization's size.
- Form 990-N (e-Postcard): Public charities with gross receipts normally under $50,000.
- Form 990-EZ: Public charities with gross receipts under $200,000 and total assets under $500,000.
- Form 990 (full): Public charities with gross receipts of $200,000 or more, or total assets of $500,000 or more.
The deadline for all three is the 15th day of the 5th month after your fiscal year ends (May 15 for a December 31 year-end). If you still haven’t received your determination letter from the IRS by this time, file Form 990 anyway.
Annual reports with the Ohio Attorney General
Ohio charitable organizations must file a charitable report every year with the Attorney General’s Office, unless your nonprofit was exempt from registration. The filing fee for this report is based on your total donations that year:
- Less than $5,000: $0
- $5,000 to $25,000: $50
- $25,000 to $50,000: $100
- $50,000 or more: $200
File charitable reports by the 15th day of the fifth month following the close of your organization’s fiscal year. For example, if your fiscal year ends December 31, file by May 15.
Ohio Statement of Continued Existence
Ohio nonprofit corporations need to file a Statement of Continued Existence (Form 522) with the Ohio Secretary of State once every five years. The filing fee is $25.
How LegalZoom can help
LegalZoom has helped form more than 100,000 nonprofit corporations get up and running. If you’re ready to get started, LegalZoom’s nonprofit business formation service can be a partner in your corner. When you’re ready to file for 501(c)(3) status, we can help you fill out and submit your paperwork as well.
FAQs about Ohio nonprofits
How much does it cost to start a nonprofit in Ohio?
The total basic initial cost to start a nonprofit in Ohio ranges from around $374 to $900. This includes the $99 formation fee with the Ohio Secretary of State, $275 to $600 501(c)(3) tax-exemption filing fee with the IRS, and the registration fee with the Ohio Attorney General’s Office.
Professional assistance would increase these numbers, but is often worth it to have a full understanding of the unique obligations of your organization.
Can I start a nonprofit by myself in Ohio?
Yes, you can start a nonprofit corporation by yourself in Ohio. In this case, you will need to elect at least one director according to Ohio Nonprofit Corporation Law. However, an unincorporated nonprofit association in Ohio must have at least two members.
Nonprofit corporation vs. 501(c)(3): What's the difference?
A nonprofit corporation is a legal entity formed under Ohio state law. When you file articles of incorporation with the Ohio Secretary of State, your organization becomes a corporation, separate from its founders, capable of entering contracts, owning property, and holding legal liability for its own debts. Forming a nonprofit corporation doesn’t make your organization automatically tax exempt.
501(c)(3) status is a federal designation granted by the IRS under Internal Revenue Code Section 501(c)(3). It exempts your organization from federal income tax and allows donors to deduct their contributions. You apply for this separately, through the IRS, after forming your Ohio corporation.
What is the 5% rule for nonprofits?
The 5% rule applies to private foundations, not public charities. It requires private foundations to distribute at least 5% of the value of the foundation's non-charitable-use assets annually for charitable purposes. If you are forming a standard public charity, this rule doesn’t apply to your organization.
Does an Ohio nonprofit need to register with the IRS separately from the Ohio Secretary of State?
Yes. Filing articles of incorporation creates your legal entity under Ohio state law but doesn’t make your organization exempt from federal income tax. To obtain 501(c)(3) status, you must file Form 1023 or Form 1023-EZ directly with the IRS.
Can an Ohio nonprofit apply for grants before receiving 501(c)(3) status?
Most government and private foundation grants require an active determination letter from the IRS before disbursing funds. An Ohio nonprofit corporation still awaiting IRS approval may be able to receive grants through a fiscal sponsorship arrangement with an existing 501(c)(3) organization as a temporary measure. Read more about grants in our Ohio grant guide.
Edward A. Haman, Esq., contributed to this article.
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