Form a Corporation in Ohio.

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Choosing a Corporation Name

Deciding on a name for your new business is one of the first steps in the process of forming your Ohio corporation. The corporate name you choose must be distinguishable from any other registered Ohio business entity, as well as different from any reserved names on record.

The name cannot include language that says or implies that the corporation is connected with any government entity, or that it is organized for a purpose besides what is permitted by state law and its own articles of incorporation.

Additionally, the name must contain the words “Corporation,” “Company,” or “Incorporated,” their abbreviations, or words or abbreviations of words meaning the same in another language.

You can reserve an available corporate name for up to 180 days for a $50 fee.

Articles of Incorporation

New Ohio businesses must file articles of incorporation with the Ohio Secretary of State. The Ohio General Corporation Law (Title 17 of the Ohio Revised Code) requires that certain items are included in your company’s articles of incorporation. The minimum filing fee is $125, for which you can authorize up to 1,500 shares.

There must be at least one incorporator, who can be either a natural person or a business entity. The articles must list the name and address of each incorporator, as well as the address of the corporation’s principal office.

The articles must also state the initial capital of the corporation, if any, as well as the number of shares that the corporation is authorized to issue and the par value of those shares.

Ohio also allows for the inclusion of optional provisions in the articles of incorporation, such as the names and addresses of the initial directors, the corporate purpose or purposes, the corporation’s duration (if it will not be perpetual), and other provisions for managing the corporation’s business.

Registered Agent and Office

The new corporation’s authorized representative will be the new corporation’s incorporator. Typically, an initial director is named as the incorporator, but anyone can fill this role.

The incorporator must prepare and sign an Original Appointment of Statutory Agent form, which must be included with your articles when you file.

Usually, an initial director or shareholder is designated as the initial registered agent, who is the person authorized to receive legal documents on behalf of the corporation. The street address of the corporation can be given as the registered agent’s business address, which also constitutes the registered office of the corporation.

The registered agent must be an Ohio resident, and his or her business address must be in-state, also. The incorporator who signed the articles as the authorized representative must also sign the appointment form as the authorized representative, and the agent must sign the form as well.


All corporations are required to keep a copy of their bylaws at their main executive office, but they are not required to file those bylaws with the state. At the new corporation’s initial meeting, the board of directors should adopt corporate bylaws, and then keep them updated as time goes on. Bylaws are a critically important document describing the corporation’s basic managerial and legal operating principles regarding such issues as:

  • Shareholders’ and directors’ meetings
  • The authority, number, and tenure of directors in the board of directors
  • Voting procedures
  • The duties, responsibilities, and tenure of officers
  • How stock is issued
  • How and when annual financial information is provided to shareholders

Officers of the new corporation can either be listed in the bylaws or elected by the board in compliance with those bylaws.


Unless the articles of incorporation specify otherwise, each director will hold office for no more than three years or until the next annual meeting of the shareholders and until his successor is elected, or until his earlier resignation, removal from office, or death.

The corporation’s officers (who are elected annually by the directors) should consist of a president, a secretary, a treasurer, and, if desired, a chairman of the board, one or more vice presidents, and such other officers and assistant officers as may be thought necessary.

The chairman of the board is required to be a director, but unless the articles of incorporation say otherwise, none of the other officers need to be a director. Any two or more offices may be held by the same person, but an officer is not allowed to execute, acknowledge, or verify any official document in more than one capacity if that instrument is required to be executed, acknowledged, or verified by two or more officers.

Requiment Reports

Ohio corporations must file an annual report with the Ohio Tax Commissioner each year between January 1 and March 31. This report must include:

  • The corporation’s name and its state or country of incorporation.
  • The location of the corporation’s principal office.
  • The names of the corporation’s president, secretary, treasurer, and statutory agent in the state, with the post office address of each.
  • The kind of business in which the corporation is engaged.
  • The date of the beginning of the corporation’s annual accounting period that includes the first day of January of the tax year.


Ohio corporations must pay a franchise tax based on the value of their outstanding shares of stock. This value is determined by corporate net income or corporate net worth.

Learn more about incorporating in Ohio

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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Commonly Asked Questions For Starting a Ohio Corporation

How is a Corporation Taxed?
Unlike many other business entities in which the profits pass through to the owners' personal tax return (e.g. LLCs, S Corporations, etc.), the C Corporation is a completely separate taxable entity. The C Corporation pays federal taxes on the net profits (after all expenses, including salaries and bonuses) of the business by filing the 1120 form with the IRS. The after tax profits can be paid out to the owners (shareholders) in the form of dividends, or retained for reinvestment of the business. The first $50,000 of net income is only federally taxed at 15% rate, and the next $25,000 is taxed at a 25% rate. Different states have different rules on how they tax corporations.
What is the Management Structure of an Corporation?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-U.S. Residents Allowed to Own a Corporation or LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an Corporation with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an Corporation?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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