Ohio Incorporation

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How to Incorporate in Ohio

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If you’re looking to incorporate in Ohio, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.


Paperwork Cost Time
  • Form 532A: Initial Articles of Incorporation
  • Bylaws
  • IRS Form SS-4: Obtain an EIN
  • Form 2553: S-Corp Election, if desired
  • Ohio Department of Taxation registration
  • Incorporation: $99 + optional $50 preclearance + optional $100-300 expedite service
  • Incorporation: ~3-7 business days. ~2 business days for $100 expedite fee. ~1 business day for $200 expedite fee. ~4 hours for $300 expedite fee and if delivered in-person by 1PM.

How to Incorporate in Ohio

1 Choose a corporate structure

Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in Ohio".

Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in Ohio".

C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).

2 Check Name Availability

The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.

Name Search:
Secretary of State database search
Name Reservation:
Optional
Suffix:
It shall end with or include the word or abbreviation "company," "co.," "corporation," "corp.," "incorporated," or "inc." Ohio Revised Code §1701.05
3 Appoint a Registered Agent

Identify the corporation’s Ohio registered agent. This individual or company receives notice of lawsuit and other legal service for the corporation.

4 File Ohio Articles of Incorporation

File the articles of incorporation to create your corporation.

Agency:Ohio Secretary of State
Form:

532A: Initial Articles of Incorporation

Instructions:

Guide to Starting a Corporation in Ohio

Filing method:

Mail, in-person or online.

Agency fee:

$99 + optional $50 preclearance + optional $100-300 expedite service

Turnaround:

~3-7 business days. ~2 business days for $100 expedite fee. ~1 business day for $200 expedite fee. ~4 hours for $300 expedite fee and if delivered in-person by 1PM.

Law:

Ohio Revised Code - Chapter 1701: General Corporation Law

Notes:
  • The registered agent must sign.
  • Preclearance Filing: For the purpose of advising as to the acceptability of the proposed filing, a form that is to be submitted at a later date for processing may be submitted for examination for a fee of $50.00. The Preclearance will be complete within 1-2 business days.
5 Establish Bylaws & Corporate Records

Your corporation must keep correct and complete books and records.

Each corporation shall keep correct and complete books and records of account, together with minutes of the proceedings of its incorporators, shareholders, directors, and committees of the directors, and records of its shareholders showing their names and addresses and the number and class of shares issued or transferred of record to or by them from time to time.
Ohio Revised Code §1701.37

Your filed articles of incorporation are the first document for your corporate records. Your corporation will generate many other official records such as bylaws, meeting minutes, and your EIN.

Office supplies intended for a corporation will help you stay organized and save time. Optionally, get a corporate record book, seal, and document templates.

Draft bylaws (potentially using a template) which is the governing document for the corporation. Regulations for the government of a corporation, the conduct of its affairs, and the management of its property, consistent with law and the articles, may be adopted, amended, or repealed (Ohio Revised Code §1701.11). You will review and ratify the bylaws at your first board of directors meeting.

6 Appoint Initial Directors

The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.

7 Hold Organizational Meeting

Hold the organizational meeting of the incorporators or initial directors in compliance with Ohio Revised Code §1701.10. To adopt bylaws at this meeting, it must be held within 90 days of incorporation. You may hold the meeting in our outside of Ohio. Keep minutes of this meeting.

The following state laws apply unless overridden by the organizational documents, where permissible.

Directors Officers
  • Number: One or more required.
  • Qualifications: None.
  • Quorum: Majority of directors, unless articles of incorporation or bylaws fixes a different number.
  • President, secretary, and treasurer required.
8 Issue Stock Certificates

The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.

The following state laws apply unless overridden by the organizational documents, where permissible.

Shareholders Annual Shareholder Meeting
  • Qualifications: N/A
  • Stock Certificate: Not required.
  • Voting Trusts Allowed: Yes.
  • Required: Yes.
  • Action by written consent: Allowed if by all shareholders entitled to vote on the action.
9 Get a Federal Employer Identification Number (EIN)

Your corporation must obtain an EIN regardless of whether it will hire employees.

Submit to:
Internal Revenue Service
http://www.irs.gov/
Form:
IRS Form SS-4
Guidance:
IRS Pub 1635: Understanding Your EIN
Filing Method:
Mail, phone, fax, or apply online with the IRS
Fee:
$0
Turnaround:
Immediately online
Notes:
The IRS website is only available during certain hours. Print your EIN before closing your session.
10 Get Ohio State Tax Identification Numbers/Accounts

All business taxpayers must be registered with the Ohio Department of Taxation. You can register online for commercial activity tax (CAT), sales tax, employer withholding, unemployment compensation, workers' compensation, and municipal income taxes for nearly 500 cities and villages.

Submit to:
Ohio Department of Taxation
http://www.tax.ohio.gov/
Filing:
Online using Ohio Business Gateway or by phone (888) 405-4089
Fee:
$0
11 Consider Electing S-Corp Taxation

By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:

  • C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
  • S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
12 Obtain Business Licenses & Permits

To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.

13 Ongoing Filings to Maintain Your Corporation

You must file federal and state tax returns. You must also file:

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