Form a Corporation in Ohio
Everything you need to know about forming a Corporation in Ohio. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose a Corporate Name
Select a unique name for your corporation that includes a required designator such as 'Corporation,' 'Incorporated,' 'Company,' or an abbreviation (Corp., Inc., Co.). Use the Ohio Secretary of State's free online name search tool to verify availability before filing.
15-30 minutes
Designate a Statutory Agent (Registered Agent)
Ohio requires every corporation to appoint a statutory agent — an individual or business entity with a physical Ohio street address authorized to receive legal and official documents on behalf of the corporation. The agent must consent to the appointment.
15-30 minutes
File Articles of Incorporation
Prepare and file Form 532A (Articles of Incorporation) with the Ohio Secretary of State. The document must include the corporation's name, principal office address, statutory agent information, number of authorized shares, and incorporator details. File online, by mail, or in person.
30-60 minutes
Pay the Filing Fee
Submit the $99 base filing fee when filing your Articles of Incorporation. If expedited processing is needed, add $100 for 2-business-day service or $200 for same-day service. Payments can be made online by credit card or by check if filing by mail.
5-10 minutes
What's Next After Filing
Once your Corporation is officially formed, you'll want to complete these important steps:
- •Draft Corporate Bylaws — Although not required to be filed with the state, Ohio corporations must adopt bylaws that govern internal operations, including rules for shareholder meetings, board of director responsibilities, officer roles, and voting procedures. Bylaws should be drafted and retained in the corporate records book.
- •Hold Organizational Meeting and Issue Stock — Conduct an initial organizational meeting of the board of directors to adopt bylaws, elect officers, authorize the issuance of shares, and address other startup matters. Issue stock certificates to initial shareholders and record ownership in the stock ledger.
- •Obtain EIN and Register for Ohio Taxes — Apply for a federal Employer Identification Number (EIN) from the IRS at no cost. Register with the Ohio Department of Taxation for applicable state taxes, including commercial activity tax (CAT), sales tax (if applicable), and employer withholding tax if you have employees.
Advantages
- ✓No annual report requirement in Ohio, reducing ongoing administrative burden and state fees compared to most other states.
- ✓Strong limited liability protection separates personal assets of shareholders from corporate debts and legal judgments.
- ✓Corporations can raise capital more easily by issuing multiple classes of stock and are better positioned to attract venture capital or go public.
- ✓Perpetual existence means the corporation continues even if ownership or management changes, providing business continuity.
- ✓Eligible to elect S-Corporation tax status with the IRS to avoid double taxation, passing income directly to shareholders' personal returns.
Considerations
- •C-Corporations face potential double taxation — the corporation pays federal income tax on profits, and shareholders pay tax again on dividends received.
- •More complex governance requirements than LLCs, including mandatory bylaws, board of directors, officer appointments, shareholder meetings, and corporate record-keeping.
- •Higher administrative and legal costs associated with maintaining corporate formalities, issuing stock, and complying with corporate governance rules.
Annual Obligations
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