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Northwest Registered Agent, LLC

How to Start an LLC in Ohio

An Ohio LLC (limited liability company) is a business structure that provides its owners limited liability—protection against behind held personally responsible for business debt. LLCs also offer a straightforward, flexible management structure and (by default) pass-through taxation. To start an LLC in Ohio, you’ll need to choose a business name, appoint a registered agent, and submit Articles of Organization for a Domestic Limited Liability Company to the Ohio Secretary of State. You can submit the form online, by mail, or in person. Once your Articles of Organization are approved (usually within a week), your LLC is official. But there are a few more steps you’ll need to start an LLC in Ohio and get it ready to do business.

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1. Name Your LLC

Before you can do anything else, you need to name your LLC. You can find Ohio’s rules for naming your LLC in Ohio Rev. Code § 1706.07, but here are the basics. Your LLC’s name must:

  • Contain the words “limited liability company” or an abbreviation like “LLC” or “L.L.C.”
  • Be unique among registered business names in Ohio.

Already have a business name? Check to see if its available.

Can I reserve an entity name in Ohio?

Yes. Not ready to form your LLC 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 LLC’s legal name and a trade name or fictitious business name?

Your LLC’s legal name is the name listed on your Articles of Organization. It’s the official name of your business.

A trade name, on the other hand, is a different business name your LLC 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 LLC’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 a DBA.

2. Designate a Registered Agent

Next, you’ll need a registered agent (called a statutory agent in Ohio). A registered agent is someone responsible for accepting legal mail (like a summons or subpoena) served to your business. Your registered agent can be you, another individual, or a company that offers registered agent service (like us).

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 LLC (and get it to you fast).

Can you be your own registered agent in Ohio?

Yes. You can act as your LLC’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 an LLC?

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.

3. Submit LLC Articles of Organization

Once you have a business name and registered agent, you’ll move on to completing Articles of Organization. This is the paperwork that you submit to the Ohio Secretary of State to officially form your LLC.

Note: All of the information you include on this form will be added to the public record.

Ohio Articles of Organization require you to provide the following information:

  • Business name. Make sure it’s not already taken and includes an indicator like “LLC.”
  • Effective date (optional). Add a start date for your LLC up to 90 days in the future or skip.
  • Duration (optional). List a period of time you want your LLC to exist for and it will automatically dissolve when the time is up, or leave it blank for it to last indefinitely.
  • Purpose (optional). Briefly describe your business activity or include a general business purpose.
  • 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.
  • Acceptance of appointment. A signature from your registered agent showing they accept this role.
  • Signature. A member, manager, or someone authorized to act on behalf of your LLC must sign.

You’ll need to submit this form and a $99 filing fee to the Ohio Secretary of State online, by mail, or in person (with an appointment).

Ready to submit the Ohio Articles of Organization? File for free with Northwest.

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 LLC.

What’s the difference between a member-managed and a manager-managed LLC?

In a member-managed LLC, the owners of the LLC run the business together.

In a manager-managed LLC, the owners hire one or more managers to run the business.

Whoever manages the LLC will have the power to sign contracts, open bank accounts, hire and fire employees, and more. It’s a big decision.

Not sure which management structure will work best for you? See our page on LLC Member Vs Manager for guidance.

How do I file my Articles of Organization?

You can submit your Articles of Organization 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

4. Write an LLC Operating Agreement

An operating agreement is the document that establishes rules for how your company will operate behind the scenes. It defines the basics, like voting processes, member contributions, conflict resolution, and even dissolving the business—should the time come.

Check out our attorney-drafted Ohio LLC Operating Agreement.

Is an operating agreement required for Ohio LLCs?

The short answer: no.

Ohio Rev. Code § 1706.08 explains what an operating can and can’t do, but it doesn’t say that you must have one.

But while it’s not technically required, an operating agreement is necessary. You’ll need it to open a bank account, shore up your limited liability status, and—if things go sideways—resolve internal conflict. Plus, if you skip it, your LLC will automatically be governed by Ohio’s default statutes.

What should I include in my operating agreement?

A solid operating agreement will cover all the big internal processes and issues your company is likely to face. Here are some of the topics typically addressed in an operating agreement:

  • initial contributions
  • profits, losses, and distributions
  • voting rights, decision-making powers, and responsibilities
  • transferring membership interesting
  • dissolving the company

I have a single-member LLC. Do I still need an operating agreement?

Yes. You won’t need an operating agreement to resolve a disagreement with yourself, but you’ll need one to open a bank account, resolve conflict, and keep your LLC’s limited liability intact.

5. Get an EIN

An EIN (employer identification number) is equivalent to a social security number for your business. The IRS will assign an EIN to your business and use it to identify your LLC on tax filings. You can apply for an EIN on the IRS website for free. However, if you don’t have a social security number, you’ll need to use the paper form.

Overwhelmed? We can take it from here.

What to do After Forming Your Ohio LLC

6. Open a Bank Account

The strength of your limited liability depends on you keeping business and personal finances separate. To achieve this, you’ll need a business bank account.

You’ll need to bring the following items to the bank to open your account:

  • a copy of your Ohio LLC Certificate of Formation
  • the LLC’s operating agreement & EIN
  • an LLC Resolution to Open a Bank Account (if your LLC has multiple members).

Starting a multi-member LLC? Use our LLC Resolution to Open a Bank Account.

7. Fund the LLC

You have a business bank account—time to get some money in there. Typically, each member makes an initial, one-time contribution to cover the cost of membership. This is usually done by depositing money into the LLC’s bank account, but members can also make initial contributions in the form of property or services. If you go this route, be aware that doing so can trigger a taxable event.

What is LLC membership interest?

Membership interest is the percentage of ownership a member holds in the LLC. Usually, it’s proportional to a member’s initial contribution. So if you have an LLC with two members and each member invests $5,000 for a total of $10,000, each member will hold a membership interest of 50%. Voting power is typically linked to membership interest, so in the previous example, each member would have equal voting power.

8. File Reports and Taxes

Ohio does not require LLCs to file annual or biennial reports. However, Ohio also has a gross receipts tax known as the Commercial Activity Tax (CAT). Paying this tax requires your LLC to register with the Ohio Department of Taxation. All businesses with Ohio taxable gross receipts between $150,000-$1,000,000 register and pay a $150 minimum tax, annually. Businesses with gross receipts north of $1,000,000 shell out $800 or more and file quarterly.

Learn more about Ohio Biennial Report Filing.

How are Ohio LLCs taxed?

Aside from the Commercial Activity Tax, LLCs in Ohio with default tax classification are taxed as pass-through entities. This means that profits “pass through” the LLC itself and are distributed to the owners (members), who then report the profits as earnings on their personal tax filings. An Ohio LLC’s profits are subject to the federal self-employment tax rate (15.3%). LLCs can file paperwork with the IRS to be taxed as an S-corp or C-corp.

Ready to Start an LLC in Ohio?