Everything You Need to Know About Ohio Corporations:
Ohio Incorporation Options
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How to Incorporate in Ohio
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.
Per Ohio Rev Code § 1701.07 (2019), every Ohio corporation must appoint a registered agent (also called a “statutory agent”). You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your articles wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, visit Ohio SOS Business Name Search and browse until you find the perfect name for your corporation.
Once you know who your registered agent will be and what your corporation name is, you’re ready to file your Ohio Articles of Incorporation. Follow along with our filing instructions below:
Filing the Ohio Articles of Incorporation
Learn more about each Articles of Incorporation requirement below. Note that the information you provide becomes part of the public record—permanently.
Better yet, skip the form entirely and hire us to incorporate your Ohio business. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private.
1. Community Development Corporation
Don’t tick this box unless you’re forming a community development corporation. A community development corporation has the purpose of promoting business or industry in the state. These corporations are subject to many more regulations, including annual state financial reports, ownership restrictions, and par value and capital requirements. These businesses are formed under Ohio Revised Code Chapter 1726. Tip: Most corporations are not community development corporations.
2. Business Name
Your name must include “Corporation,” “Incorporated,” “Limited,” or an abbreviation for one of these words. Tip: Many corporations opt to keep it simple with “Corp” or “Inc.”
3. Principal Office
You don’t need to include a street address or even an address at all—just the Ohio city and county where your main office is located. This section also includes the option to choose an effective date. Skip the effective date section if you’d like your corporation to begin right away. If you’d prefer to start on a specific date (maybe the next tax period is on the horizon), you can list an effective date up to 90 days in the future. Tip: Most corporations skip the effective date.
4. Authorized Shares
For each share type, list how many shares you’re creating and their par value. Par value is the face value of the share—the amount listed on stock certificates. Par value is also typically the lowest value at which a share will be traded. If your shares don’t have par value, you can leave the “par value” section blank. If you have multiple classes of shares, you’ll also need to attach an explanation of the rights and limitations for each class.
Forming one of those rare community development corporations? Your par value will be quite high at $100 a share, per Ohio Rev Code § 1726.02 (2019).
5. Initial Started Capital
Stated capital is the combined par value of all issued shares. If your corporation has initial stated capital, list the amount in your articles. (Community development corporations must have a minimum stated capital of $5,000.)
6. Statutory Agent and Address
“Statutory Agent” is the term Ohio uses for registered agent. Your Ohio registered agent accepts legal notifications on behalf of your corporation. You can list an individual Ohio resident (like yourself) or a business (like Northwest). You’ll also need the agent’s mailing address. Rather not list your personal home or office address on a public form? Hire Northwest and our address will go here.
7. Ohio Incorporator
Your incorporator signs your Articles of Incorporation. You must have at least one incorporator, but it doesn’t necessarily have to be anyone in your corporation—just someone you authorize to submit your articles. Tip: We’ll be your incorporator when you hire Northwest to form your Ohio corporation.
Why Have a Registered Agent Form Your Ohio Corporation?
Professionals in Ohio hire registered agent services like Northwest Registered Agent for incorporation—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. Our offices are located in North Canton. We’re on a first name basis with the people who work in the Ohio Secretary of State, Business Services Division.
As your registered agent, we list our North Canton registered office address on your corporation’s formation documents. Why? If you’re starting a business from your apartment in Cleveland, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding & Business Address
At Northwest, we do everything a registered agent should do and more. You can list our address as your business address on your state filings. We include limited digital mail forwarding with registered agent service (up to 5 pieces of regular mail per year; $15 a doc after that).
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your corporation in Ohio. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My Ohio Corporation Is Formed?
After your Ohio Articles of Incorporation are approved, you still have a few more important steps to take, including getting an EIN, drafting bylaws, holding your first meeting, opening a bank account, and learning about state reporting and tax requirements.
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.
Why does my Ohio corporation need an EIN?
The IRS requires corporations to get an EIN for their federal tax filings, and the Ohio Department of Taxation requires an EIN for their 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 on EIN service during checkout when you sign up for our incorporation service.
Write Corporate Bylaws
Bylaws are the internal rules you set for your business. 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 Ohio Corporate Bylaws (including free Ohio Corporate Bylaws templates), see 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:
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.
Ohio Corporation FAQs
How can I submit the Ohio Articles of Incorporation?
You can file Ohio articles online or by mail. Mailed filings must be submitted to the following address:
Regular Filing (non expedite)
P.O. Box 670
Columbus, OH 43216
Mailing an expedited filing? It’ll cost $100 more and is sent to a different address:
P.O. Box 1390
Columbus, OH 43216
How much does it cost to start an Ohio corporation?
The minimum filing fee for Ohio Articles of Incorporation is $99 for up to 990 shares. Have more than 990 shares? There’s a per share fee that varies from 10 cents a share to a quarter cent a share.
Hire Northwest to form your Ohio corporation and your total out-the-door cost is $324 for up to 990 shares, including state fees, a year of registered agent service and loads of useful tools and forms.
How long does it take to start an Ohio corporation?
It takes around 5-7 days without expediting. Want it sooner? Add $100 for 3-day expediting, $200 for 1-day expediting, or $300 for 4-hour expediting.
Does an Ohio corporation need a business license?
The state itself doesn’t have a general business license (and neither do most cities or counties). Local licensing requirements typically depend on your corporation’s specific business activities. For example, Cincinnati requires specialty licenses for a variety of businesses, from antique dealers to theaters.
For some license applications you may need an EIN or a certified copy of your Articles of Incorporation. At Northwest, we can streamline the process and get these for you—simply add on these items during checkout.
What is a foreign Ohio corporation?
A corporation formed outside of Ohio—but which conducts business in the state—is considered a foreign Ohio corporation. For example, if you incorporated in Indiana but decide to open a storefront in Ohio, you would be a foreign Ohio corporation. This also means you would need to register with the state by filing an Ohio Foreign Corporation Application for License with the Ohio Secretary of State, Business Services Division.
Can Northwest help me form a nonprofit corporation?
Absolutely! We’re happy to start a nonprofit corporation for you. Note that incorporating an Ohio nonprofit requires a different form. The filing fee is the same. Ohio nonprofits are required to file a Statement of Continued Existence every five years.
How can I get an Ohio phone number for my corporation?
It’s a conundrum: you need a local number to display on your website and give to customers, but you don’t want to make your personal number quite so…public. We get it. And we’ve got you covered with Northwest Phone Service. We can provide you with a virtual phone number in any state—plus unlimited call forwarding and tons of easy-to-use features. You can try Phone Service free for 60 days when you hire us to form your corporation, and maintaining service is just $9 monthly after that. No contract required.
How to Order Ohio Incorporation Service
Our Ohio incorporation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
We’ll form your Ohio corporation for $324 total and include one year of registered agent service, a secure online account filled with business maintenance tools and all the state forms you’ll need, and the lifetime support of our expert Corporate Guides. Just choose Hire Us below, answer a few easy questions about your business, and submit your payment.
Next, we’ll prepare and submit your Ohio Articles of Incorporation to the Secretary of State. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the Ohio Secretary of State has approved your filing, we notify you that your Ohio corporation has been legally formed. You can now move on to next steps, like holding your organizational meeting and opening a bank account.