Starting a corporation in Ohio comes with various benefits due to the variety of business incentives, strong transportation infrastructure, and the availability of a dedicated and skilled workforce.
The following step-by-step guide will show you how to start a corporation in Ohio.
1. Select a name for your corporation
The process of starting a corporation in Ohio begins with deciding on a business name. Additionally, the business name you choose must follow Ohio naming requirements.
General corporate name guidelines
Keep the following Ohio naming requirements in mind when deciding on your business name:
- Your Ohio corporation name must include the word Inc., corporation, company, or an acronym of any of these words
- Your Ohio corporation name must not contain words expressing profanity or any words or phrases considered a slur against a religion, ethnic group, or heredity
- Your Ohio corporation name must include the following unless your corporation is registered as a cooperative: Cooperative, coop, co-operative
- Your Ohio corporation name needs prior approval if you plan on using any of the subsequent words or terms: bank, banking, trust, banker or words with a similar meaning
- Your Ohio corporation name must not suggest that your business is connected to any government agency, in the state of Ohio, or any other state in the US
- Your Ohio corporation name must be significantly different from another business entity in the state
For additional naming guidelines and directions on deciding on an Ohio business name, refer to the Ohio state statute.
Many corporation business owners register their business name as a trademark. This is because registering your business name as a trademark protects your name and brand from intellectual property theft.
Additionally, registering a trademark serves as evidence in the event of an infringement claim. The registration counts as public notice, and the trademark becomes available for public scrutiny. Therefore, it ensures that no other business entity uses a business name that’s too similar to yours or may come into conflict with your trademark.
To register your Ohio corporation name as a trademark, you’ll need to complete Form 555 and submit it to the Ohio Secretary of State’s office. You should note that registering a trademark with the state protects your business name in that particular state only.
If you’re considering getting involved in interstate commerce, you may also register your trademark with the USPTO, giving it nationwide protection.
Your Ohio corporation’s entity name is simply its legal name. Therefore, your corporation’s legal name must be put down on formation documents and all correspondence with the federal and state government.
DBA (Doing-business-as) name
If you want to do business under a different name from your entity name, then you’ll have to register a DBA. A DBA is short for (doing business as) name, and when you register it, you make the name completely legal for operating purposes.
It’s also referred to as a trade, fictitious, or assumed name in some states. With a registered DBA, you’ll have the option to open a bank account, create contracts, and perform other tasks with your DBA name.
2. Nominate a registered agent
When filing the Articles of Incorporation, the Ohio registered agents will need to be provided. Therefore, you need to nominate a registered agent prior to submitting the articles.
Registered agents often go by the name of resident or statutory agents. Their primary role is to accept or receive service of process in the event that the corporation is sued, tax documentation, and government correspondence on your corporation’s behalf.
You may nominate any individual to be your corporation’s statutory agent. However, they must meet the following requirements:
- The Ohio statutory agent must be at least 18 years old
- The Ohio statutory agent must consent to the appointment
- The Ohio statutory agent must have a street address in Ohio
- The Ohio statutory agent must maintain availability during usual business hours
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3. Appoint initial directors at the organizational meeting
The next step involves holding an organizational meeting where initial directors or a Board of Directors is elected. You’ll need to nominate a minimum of one director to oversee the operations of the corporation until the first shareholder’s meeting is called.
The directors of the corporation, also known as corporate directors, are responsible for adopting, amending, and repealing bylaws, in addition to supervising, electing, and removing corporate officers.
During this organizational meeting, an incorporator’s statement must be prepared with the full addresses and names of the directors, and this document must be stored in the corporate records files.
4. File Articles of Incorporation
Filing the Articles of Incorporation officially and legally creates your Ohio corporation. After submitting the articles, you’ll receive a Certificate of Incorporation.
The articles must contain the following information:
- The name, mailing address, and signature of the statutory agent
- The number of authorized shares your Ohio corporation is going to issue
- The signatures and names of incorporators
- The initial stated capital
Once you’ve gathered the relevant information and compiled the articles, you may file it online with the Secretary of State’s office. Alternatively, download the Articles of Incorporation Form and mail it to the Secretary of State:
Ohio Secretary of State
P.O. Box 670
Columbus, OH 43216
5. Create and approve bylaws
Bylaws are essentially an internal operating document for your corporation. They make the rules and regulations clear to everyone involved in your corporation.
However, bylaws do not need to be filed with the state. While submitting it to the state is not a requirement, having corporate bylaws will establish the operating rules and also help show creditors, banks as well as the Internal Revenue Service that your corporation is legitimate.
Your corporate bylaws should be clear and therefore include the following:
- The process of holding annual meetings and voting procedures
- How the corporation would be operated
- The roles and responsibilities of corporate directors and corporate officers
- The process of storing and maintaining corporate records
- How company disputes will be resolved
- The process of adding and amending bylaws in the future
Make use of the following bylaws templates to complement the needs of your business.
6. Select a share structure
In this next step, you’ll need to issue stock to each shareholder in return for their capital contributions of services, property, cash, or all three. Some corporations, especially small businesses, prefer to issue stock certificates.
Thereafter, you need to enter the contact information and names of the shareholders and store it in the corporation’s stock transfer ledger. In the state of Ohio, you have the option of establishing a par value for your stock or issuing no par value shares.
Essentially, par value is a set amount under which the stock cannot be sold. So it has nothing to do with the stocks’ actual value.
7. Obtain an EIN
Your Ohio Corporation requires an EIN, also referred to as an Employer Identification Number. Essentially it is a government-issued ID for your business and can be compared to a Social Security number for an individual.
An EIN is useful in several instances, such as opening a corporate bank account, submitting paperwork for tax purposes, and hiring employees for your company. The EIN is obtained free of charge from the IRS website after forming your Ohio corporation.
First, you may be wondering how long it takes to get an EIN. The quickest way to obtain an EIN is to complete the online application on the Internal Revenue Service website. Alternatively, download IRS Form SS-4 and submit it to the Internal Revenue Service at the following address:
Internal Revenue Service
Cincinnati, OH 45999
8. File Ohio state taxes
Depending on the type of corporation you’re forming, your new business may be liable for one or more corporate taxes:
- Commercial activity tax: Nearly every Ohio corporation is liable for commercial activity tax, which is based on gross receipts. Additionally, when forming the C corp default corporation structure or a C corporation structure, you may be liable for taxation on your personal tax return if income from your business passes through to you personally. Even S corporation structures are liable for the commercial activity tax.
- Employer taxes: If you have employees in the state of Ohio, then you’ll need to register for unemployment insurance tax or employer taxes through the Ohio Department of Job and Family Services. Additionally, you may need to sign up for employee withholding tax via the Ohio Business Gateway.
- Sales tax: If you’re selling physical products, then you need to register for a seller’s permit as well via the Ohio Business Gateway website. Registering for the seller’s permit allows you to receive a certificate that officially allows you to collect sales tax on applicable goods.
9. Ohio business licenses and permits
While Ohio does not have a general business license, there are other licenses and permits that your business may need to secure, depending on the business type.:
- Vendors license: The seller’s permit is the only state-level permit required in the state of Ohio. You’ll need to obtain a seller’s permit if you are engaged in any type of business in Ohio or are selling goods and services.
For additional guidance and specific information on the relevant licenses and permits required by Ohio corporations, refer to the state of Ohio website.
10. Annual report requirements in Ohio
Annual reports are not required in the state of Ohio.
11. Costs of starting a corporation in Ohio
The filing fees below apply to all Ohio corporations:
- Name reservation: $39
- DBA name: $39
- Articles of Incorporation: $99
- Ohio Certificate of Good Standing: $5
Next steps after forming a corporation
After forming your Ohio corporation, there are a few steps you’ll need to take to ensure that your business is maintained:
Get a business bank account
In order to stay in good standing with the Internal Revenue Service and also keep your personal and business expenses separate, you’ll need to open up a business bank account for your Ohio corporation. Setting up a business bank account establishes your corporation as a separate legal entity and makes it easier to manage cash balance, conduct business, and complete and file tax returns with the state.
Additionally, you’ll be able to conduct proper accounting, execute employee payroll, and make business expenses for taxes much easier. In the event that legal action is brought against your corporation, a business bank account provides better personal liability protection.
When it comes to creating historical relevance with the relationship you are establishing with your bank, business bank accounts as well as business credit cards go a long way.
Depending on your business structure, there are licenses at the federal, local, and state levels. Usually, licenses are related to sales tax and other types of tax and specific licenses for various professions and environmental licenses such as zoning permits and more.
Professional corporations, also known as professional service corporations, are corporate entities. Professional corporations are organized by either one or more licensed individuals such as lawyers or doctors and are intended for the purpose of providing professional services while obtaining tax advantages.
An Employer Identification Number, often referred to as an EIN, is not a business license. It is simply a government-issued ID assigned by the Internal Revenue Service to identify and keep track of businesses in each state. However, it is not a business license.
A limited liability company offers limited liability protection to investors. However, it does require more paperwork and filing to set up. A sole proprietorship is easier to set up with less paperwork and filing requirements; however, there is no liability protection for the owner.
While setting up your business as a separate legal entity will offer you some type of liability protection and protect some of your personal assets, it does not protect your business assets. This is why you need to obtain business insurance.