Form an S-Corp in Ohio
Everything you need to know about forming an S-Corp 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 business name that includes a required designator such as 'Corporation,' 'Incorporated,' 'Company,' or an abbreviation (Corp., Inc., Co.). Verify name availability using the Ohio Secretary of State's free business name search tool at ohiosos.gov.
30 minutes
Appoint a Statutory Agent
Designate a statutory agent (Ohio's term for registered agent) who is an Ohio resident or a business entity authorized to do business in Ohio, with a physical street address in the state. The statutory agent receives official legal and government documents on behalf of the corporation.
1 hour
File Articles of Incorporation
File the Articles of Incorporation (Form 532B) with the Ohio Secretary of State online, by mail, or in person, paying the $99 filing fee. The articles must include the corporate name, principal office address, statutory agent information, authorized shares, and incorporator details.
1-2 hours
Create Corporate Bylaws
Draft corporate bylaws that govern internal operations, including shareholder rights, board of directors structure, officer roles, meeting procedures, and voting rules. While not filed with the state, bylaws are legally required under Ohio law and must be maintained at the principal office.
2-4 hours
What's Next After Filing
Once your S-Corp is officially formed, you'll want to complete these important steps:
- •Hold Organizational Meeting & Issue Stock — Hold the initial organizational meeting of the board of directors to adopt bylaws, elect officers, and issue stock certificates to initial shareholders. To qualify for S-Corp status, ensure all shareholders are eligible — U.S. citizens or permanent residents — and the corporation has no more than 100 shareholders.
- •Obtain EIN and File IRS Form 2553 — Obtain a federal Employer Identification Number (EIN) from the IRS for free at irs.gov, then file IRS Form 2553 (Election by a Small Business Corporation) to elect S-Corporation tax status. This must be filed no later than 2 months and 15 days after the beginning of the tax year the election is to take effect.
- •Register for Ohio State Taxes and Licenses — Register with the Ohio Department of Taxation for applicable state taxes, including the Ohio Commercial Activity Tax (CAT) if gross receipts exceed $150,000 annually, and obtain any required local business licenses or permits. Ohio recognizes the federal S-Corp election automatically, so no separate state S-Corp election is needed.
Advantages
- ✓Pass-through taxation avoids federal corporate double taxation, with income and losses reported on shareholders' personal tax returns
- ✓Ohio does not require annual reports or impose a state franchise tax on S-Corporations, reducing ongoing compliance costs
- ✓Shareholders who are active in the business can reduce self-employment tax liability by splitting income between reasonable salary and distributions
- ✓Provides strong liability protection, shielding personal assets of shareholders from business debts and legal claims
Considerations
- •Strict IRS eligibility restrictions limit S-Corps to 100 shareholders, one class of stock, and U.S. citizen or permanent resident shareholders only, limiting growth and investment flexibility
- •Requires more administrative formality than an LLC, including maintaining bylaws, holding director and shareholder meetings, keeping minutes, and observing corporate formalities to preserve liability protection
- •Ohio S-Corporation shareholders who work in the business must pay themselves a 'reasonable salary' subject to payroll taxes, adding payroll administration complexity and cost
Annual Obligations
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