To start a corporation in Ohio, you’ll need to choose an Ohio registered agent (also called a statutory agent), file business formation paperwork with the Ohio Secretary of State, and pay a state filing fee of at least $99. You can use our tool below to fill out the Official Ohio Corporation Articles of Incorporation, and even download, print, or save your progress, all for free.
The best part is you only need to enter your information once to create a free account and pre-populate your articles of incorporation, corporate bylaws, IRS filings, and any other filings needed to maintain your Ohio corporation. You can use our free system to file direct with the state yourself or opt to have us help you out along the way.
How to Start a Corporation in Ohio
An Ohio corporation is a business with a legal existence that is separate from its owners. If properly maintained, a corporation can conduct business in its own name and has many of the rights and obligations of a natural person, including the ability to enter into contracts, sue and be sued, hold assets, and pay taxes in its own name.
To start a corporation in Ohio, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Incorporation with the Secretary of State. You can file this document online or by mail. The articles cost a minimum of $99 to file. Once filed with the state, this document formally creates your Ohio corporation.
Name Your Corporation
Before you can do anything else, you need to name your corporation. You can find Ohio’s rules for naming your corporation in Ohio Rev. Code § 1701.05, but here are the basics. Your corporation’s name must:
- Contain the words or abbreviations n “company,” “co.,” “corporation,” “corp.,” “incorporated,” or “inc.”
- Be unique among registered business names in Ohio.
Already have a business name? Check to see if its available.
Can I reserve a business name in Ohio?
Yes. Not ready to form your corporation, but have the perfect name in mind? You can reserve it by filing a Name Reservation with the Ohio Secretary of State for $39. Doing so will reserve your business name for 180 days.
What’s the difference between my corporation’s name and a DBA?
Your corporation’s legal name is the name listed on your Articles of Incorporation. It’s the official name of your business.
A trade name, on the other hand, is a different business name your corporation may adopt for marketing or branding purposes. A trade name, by definition, is registered with the Ohio Secretary of State and is protected. Once a trade name is registered, no other business in Ohio can adopt it.
A fictitious business name is any name other than your corporation’s legal name you use to do business. Like trade names, fictitious business names must be registered with the Ohio Secretary of State. Unlike trade names, fictitious business names don’t need to be unique and aren’t protected.
Want to learn more? See our guide on How to Get an Ohio DBA.
Designate a Registered Agent
The next step is finding a registered agent (called a statutory agent in Ohio). A registered agent is someone you appoint to accept important legal and state mail on behalf of your corporation. Your registered agent could be you, another individual, or a company (like us). In Ohio, every corporation is required to keep and maintain a registered agent. Before you can move on to the next step (filing Articles of Incorporation), you’ll need to know your registered agent’s name and address.
Learn why the pros use a registered agent service.
What does a registered agent do?
In Ohio, a registered agent must:
- Have a physical address in Ohio.
- Be present at that address during regular business hours.
- Agree to accept service of process on behalf of your corporation (and get it to you fast).
Can you be your own registered agent in Ohio?
Yes. You can act as your corporation’s registered agent in Ohio, but doing so will require you to list your street address on the public record. You’ll also need to make sure you’re present at that address during normal business hours.
Can I change my registered agent after I start a corporation?
Yes. To change your registered agent in Ohio, you simply need to file the Statutory Agent Update form with the Ohio Secretary of State, Business Services Division for $25. You can file online, by mail, or in person.
Submit Articles of Incorporation
Now it’s time for you to fill out your Articles of Incorporation. Once filed with the Ohio Secretary of State, your articles will officially form your corporation.
Note: All of the information on this form will become part of the public record.
Provide the following information about your corporation in order to successfully fill out the articles:
- Community Development Corporation: Only mark this box if you’re forming a community development corporation promoting business or industry in Ohio. These special corporations are formed under Ohio Revised Code Chapter 1726 and are subject to many additional regulations.
- Business Name: Include an indicator like “Corporation” or “Inc.”
- Principal Office: The location where your main office is located. You’re not required to include an address—just the Ohio city and county where the office is located.
- Effective Date (optional): Add a starting date for your corporation up to 90 days in the future or skip to begin at the filing date.
- Authorized Shares: The number of shares you’re creating and their par value (typically the lowest value at which a share will be traded). If your shares don’t have par value, you can leave that section blank. For multiple classes of shares, attach an explanation of the rights and limitations for each class.
- Initial Started Capital: Combined par value of all issued shares.
- Statutory agent. Also called a registered agent, this is who accepts legal mail on behalf of your business.
- Statutory agent address. The physical address in Ohio where your registered agent will accept legal mail.
- Ohio Incorporator: The person who signs your Articles of Incorporation.
How can I keep my personal information off the public record?
To keep your personal information off the public record (and out of the hands of marketers and data brokers), you’ll need to keep it off this form altogether. The only way to do that is to hire a registered agent to form your corporation.
How do I file my Articles of Incorporation?
You can submit your Articles of Incorporation online, by mail, or in person.
Online:
Ohio Business Filings
Standard processing by mail:
P.O. Box 670
Columbus, OH 43216
Two-day processing time (costs an extra $100):
P.O. Box 1390
Columbus, OH 43216
In person (requires scheduling an appointment):
22 N Fourth St
Columbus, OH 43215
Start Your Ohio Corporation Today!
Get Started
Get an EIN
Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.
Do I need an EIN for my corporation?
Yes. The IRS requires corporations to get an EIN for their federal tax filings, and the New York Department of Taxation and Finance requires an EIN for business registration. You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.
How do I get an EIN for my corporation?
You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add EIN service during checkout when you sign up for our incorporation service.
Write Corporate Bylaws
Bylaws are the internal rules that govern your corporation. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.
For more on state bylaws (including a free Ohio Corporate Bylaws template), check out our Ohio Corporate Bylaws resource.
Do I need bylaws for my Ohio corporation?
Per Ohio Rev Code § 1701.11 (2019), bylaws may be adopted, but are not specifically required.
It should be noted that Ohio defines “bylaws” a little differently than most states. Typically, bylaws are the internal rules and processes of your corporation as a whole, but the Ohio Revised Code calls these “regulations” and uses “bylaws” to refer to the rules specifically for your board of directors. Whatever you call them, your corporation should take the time to write internal rules for your corporation, even if it’s not mandatory.
Corporate bylaws should be kept with your other corporate records, such as meeting minutes and resolutions.
What should bylaws include?
Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:
- Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?
- Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
- Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?
- Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?
- Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?
- Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?
Ohio bylaws can make other provisions as well, assuming additions are in accordance with state law. However, per Ohio Rev Code § 1701.11 (2019) there are also specific requirements as to how bylaws are adopted, amended, or repealed if they are used by your corporation.
How do I write bylaws?
Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your Ohio corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.
Hold an Organizational Meeting
An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.
Are there any special rules for Ohio organizational meetings?
Per Ohio Rev Code § 1701.10 (2019) you are required to hold your organizational meeting within 90 days of formation. Attendees can, however, waive their required notice in writing, and the meeting doesn’t have to be held in Ohio.
Open a Corporate Bank Account
Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.
How do I open a bank account for my Ohio corporation?
To open a corporate bank account in Ohio, you’ll need to bring the following with you to the bank:
- A copy of the Ohio corporation’s Articles of Incorporation
- The corporation’s bylaws
- The corporation’s EIN
If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.
File Ohio Reports & Taxes
Unlike corporations in most states, corporations in Ohio don’t file annual or biennial reports. It is also one of the few states that doesn’t have a corporate net income tax. Instead, Ohio has a gross receipts tax called the commercial activity tax (CAT) that you may be required to pay.
Do corporations file the Ohio Biennial Report?
No. The Ohio Biennial Report is required for domestic professional associations, domestic LLPs, and foreign LLPs but not corporations.
What should I know about Ohio corporate taxes?
Ohio is one of the few states that doesn’t have a corporate net income tax. Instead, Ohio has a gross receipts tax called the commercial activity tax (CAT). The CAT applies to all business types with over $150K in gross receipts. The CAT rate is a flat $150 for up to $1 million in gross receipts but increases substantially thereafter.
Ohio’s sales tax rate is 5.75%. However, there are also county and specialty sales tax rates in some areas. To get an idea of what customers actually pay at the counter, below are the total sales tax rates for the 5 largest cities in Ohio:
Columbus: 7.5%
Cleveland: 8%
Cincinnati: 7.8%
Toledo: 7.25%
Akron: 6.75%
Do corporations have to register with the Ohio Department of Taxation?
Yes, if you conduct business in Ohio, you’re required to register with the Ohio Department of Taxation. You can register via the Ohio Business Gateway or by filing an Application for Registration. You’ll need your EIN before you can register.
Ready to Start a Corporation in Ohio?
