Ohio LLC Formation – Basics & Helpful Information
General Overview of the Ohio LLC
This article is meant to be a general overview of the Ohio LLC formation process and other basic issues related to LLCs.
Ohio Filing Time
Regular processing time takes 3-7 business days. For an extra fee of $100, the Ohio Secretary of State will process your Articles of Organization in 2 business days. For $200, it will be processed in 1 business day. You must file in person. For $300, it will be processed in 4 hours if you file in person.
Ohio Annual Compliance Requirements
Ohio does not have annual requirements for LLCs.
Form an LLC in Ohio
You can use this checklist to help guide you through the process of forming an Ohio LLC:
Step 1: Decide on a Business Name
The first step in creating an LLC in Ohio is naming your business. You’ll need to check with the Ohio Secretary of State to make sure the name you’ve chosen is available. You can do this online via the Ohio Business Name Search.
It is also highly recommended that you check the US Patent and Trademark Office to see if someone has a federal trademark of the business name you want (the Ohio Secretary of State will not check other state’s databases or the federal trademark database). You can click here to have a comprehensive name availability search performed for you.
Your LLC name must contain the words “limited liability company,” “limited,” or the abbreviations “L.L.C.,” “LLC,” “ltd.,” or “ltd.”.
Step 2: Register your LLC with the State
Ohio Articles of Organization
Your Ohio LLC is formed by signing and filing Articles of Organization with the Ohio Secretary of State and mailing, dropping it off in person or via their online portal. The Secretary of State staff will examine the articles for statutory compliance and will either approve the articles for filing or reject the articles with instructions on how to resubmit the document.
Ohio Statutory Agent Information
Ohio requires that the LLC have a Statutory Agent, which is an individual or a business entity the LLC appoints for the purpose of accepting service of process (lawsuit papers or legal documents) for the LLC. The Statutory Agent must have a physical address in Ohio.Read more about Statutory Agents →
Step 3: Create and Sign the LLC’s Governing Document
The governing document for an LLC is called the “company agreement” or sometimes the “operating agreement”. The company agreement is to an LLC like a partnership agreement is to a partnership (or bylaws to a corporation). The company agreement governs the internal operation of the LLC and is typically a private document that is kept in the company book and the principal place of business (it is NOT filed with the state). The company agreement can address many issues, some of the more common concepts found within a company agreement are:
- Limitations on the members liabilities
- The level of consent needed to take various actions (i.e. simple majority required to add new members)
- The percentage of the LLC that each member owns
- How profits and losses are allocated between the members (typically based on ownership percentages)
- Limitations on transferability
- What each member is contributing to the LLC and what happens is such contributions are not made.
- The authority of the members, officers, managers, committees, etc.
- How meetings are conducted
One of the reasons we recommend using an LLC formation company like IncFile is that they can provide you with a company agreement in connection with their LLC formation services.
Step 4: Get an EIN
After you form an LLC in Ohio, you can get the EIN. There are a few different ways to get an EIN:
- Apply Online Yourself: The IRS has an online EIN Application you can use to get an EIN. The turn around time on the EIN using this method is only a few minutes.
- Use Form SS-4: You can get an EIN the old fashion way by completing Form SS-4 and mailing or faxing into the IRS. How long does it take to get the EIN this way? According to the IRS: if you mail in Form SS-4, it will take 4-5 weeks to get your EIN. If you fax in Form SS-4 you should have the EIN back in a week if you provide a fax number or 2 weeks if you don’t have a fax number.
- Have a Third-Party Obtain: All of the LLC formation companies have the ability to get the EIN for you. The EIN obtainment charge varies by company, but it is generally between $50 and $100. If you get one of the higher priced packages, they will sometimes throw in the EIN for free.
Step 5: Get Licenses and Permits
After you create your new Ohio LLC, you’ll need to determine if your business/profession requires any licenses or permits to conduct business.Read more about Ohio Licensing and Permitting →
Registering a Foreign LLC in Ohio
If you have a non-Ohio LLC (aka Foreign LLC) and you are doing business in Ohio, you may need to register the Foreign LLC in Ohio. Like most states, Ohio’s LLC Act does not specifically define the phrase “transact business” in relation to foreign registrations.
The filing fee for the Registration of a Foreign LLC in Ohio is $99.