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.). Search the Ohio Secretary of State's business name database to confirm availability.
30 minutes
Appoint a Statutory Agent
Designate a statutory agent (Ohio's term for registered agent) who has a physical street address in Ohio and is available during normal business hours to receive legal documents. This can be an individual Ohio resident or a registered agent service company.
1-2 hours
File Articles of Incorporation
Prepare and file the Articles of Incorporation (Form 532A) with the Ohio Secretary of State. The document must include the corporation's name, principal office address, statutory agent information, authorized shares, and incorporator details. File online, by mail, or in person with the $99 fee.
1-2 hours
Create Corporate Bylaws
Draft corporate bylaws that govern the internal operations of the corporation, including rules for shareholder meetings, board of directors' responsibilities, officer roles, and voting procedures. While not filed with the state, bylaws are legally required under Ohio law.
2-4 hours
What's Next After Filing
Once your Corporation is officially formed, you'll want to complete these important steps:
- •Hold Organizational Meeting — Conduct the initial organizational meeting of the board of directors to adopt bylaws, appoint officers, authorize the issuance of stock, and address other foundational business. Document the meeting with formal minutes.
- •Obtain EIN and Register for State 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 the Commercial Activity Tax (CAT) if gross receipts exceed $150,000 annually.
- •Obtain Licenses and Open a Bank Account — Research and obtain any required federal, state, or local business licenses or permits relevant to your industry. Open a dedicated corporate bank account using your EIN and Articles of Incorporation to maintain proper separation of corporate and personal finances.
Advantages
- ✓Limited liability protection shields shareholders' personal assets from corporate debts and legal judgments
- ✓Ohio does not require annual reports or a state franchise tax from the Secretary of State, reducing ongoing administrative burden
- ✓Corporations can raise capital more easily through the issuance of stock and are attractive to outside investors and venture capital
- ✓Perpetual existence means the corporation continues regardless of ownership changes, making it easier to transfer ownership and plan for succession
Considerations
- •Potential for double taxation — profits taxed at the corporate level and again when distributed as dividends to shareholders — unless S-Corp election is made
- •More complex and costly formation and ongoing compliance requirements compared to LLCs or sole proprietorships, including mandatory bylaws, board meetings, and corporate minutes
- •Greater administrative overhead with requirements to maintain formal corporate structure, hold regular meetings, and keep detailed records to preserve liability protection
Annual Obligations
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