Form a Limited Liability Company in Ohio

How to Form a Ohio LLC in 10 Steps

In the State of Ohio, you can create an LLC or Limited Liability Company for your business. An LLC is a common business structure. This will allow one or more individuals to own portions of your new company. Any profits that your Limited Liability Company earns in the future will be passed through to each member of your LLC. 

Unlike when you form a corporation, forming an LLC will not result in you needing to file a separate tax return. LLCs do, however, reduce exposure to liability for owners from any and all company activities.

Forming a Limited Liability Company is a straightforward process, but there are several steps you'll want to follow.

1. Choose Your Company Name.

You need to choose a new name for your company. The name you choose must be available for use in the state of Ohio, but there are other stipulations you must follow as well.

If you prefer, SunDoc can run your name search or reserve your name on your behalf as well.

2. Understand the LLC Organizer Requirement.

When you fill out your Articles of Organization form, you must name an LLC organizer. It doesn’t necessarily have to be a manager of your LLC or a member. For instance, if you decide to file your Articles of Organization by yourself, you will by default be the organizer. Sometimes, an attorney who assists with the formation of your business will act as an organizer for your LLC.

Alternatively, if you choose SunDoc to file your Articles of Organization on your behalf, we will be named the organizer.

3. Designate a Registered Agent.

In addition to choosing an organizer, you must designate what is called a registered agent for your Articles of Organization. For additional information on what this position is and why you need to have one, check out this article: Registered Agent Service.

4. Decide Your Ownership and Management Structure.

The Articles of Organization form asks whether your Ohio LLC will be managed by one manager, multiple managers, or all the members. You must decide whether you want to be a member-managed or a manager-managed LLC.

5. Create an Operating Agreement.

You are not required to have an Operating Agreement for your LLC according to Ohio law. According to the default conditions specified in the law, an implied operating agreement will be formed. Still, make sure that the default conditions of the Operating Agreement will be in your best interest.

You will need to create an operating agreement if your LLC is going to be manager-managed. This is for your company records. Current Ohio law says that a manager-managed LLC is only valid when you declare it in both the Operating Agreement and the Articles.

The Operating Agreement is the legal engine that drives your business, creating its governance, managing its working capital, and paying out its profits. Critical matters of money, voting, liability, and fiduciary constraints are at stake here.  You may also wish to consult an attorney for advice.

6. File the Articles of Organization.

In the State of Ohio, you will be required by Ohio State law to file a one-page form called the Articles of Organization. This provides details for your company for the state. When the Ohio Secretary of State accepts your Articles of Organization, your company will officially be created. 

You need to have a name and address for your company before you can file your Articles of Organization. You also need to have an LLC organizer, a management method, and a registered agent. In Ohio, it is not required that members’ names be filed on your Articles of Organization.  However, you will still need to pay the filing fee of $125.

If filing will be an issue for your company or if you would simply like to have a filing service like SunDoc handle your paperwork for another reason, we can certainly do this. SunDoc handles the filing of many LLCs’ Articles of Organization.

7. Obtain an EIN and Open a Business Bank Account.

Congratulations on being a newly registered Ohio LLC!

At this point, you will be required to file with the IRS for an Employer Identification Number or EIN. This is true if you have more than one member of your LLC and regardless of whether or not you employ anyone within your company. You may choose to file with the IRS yourself, or if you prefer, SunDoc can file for you. 

Now may be a good time to hire an accountant to assist with your business matters. You should also make sure that you open up a business account with a bank of your choosing and cease using personal accounts for your business. Employer Identification Numbers are also needed for most banks in order to open business accounts. From now on, make sure to keep all of your receipts for records and reimbursement.

8. Pay Ohio State Taxes.

It is likely that your Ohio LLC will need to pay Ohio state taxes every year. Learn more about paying taxes in Ohio on the Ohio Secretary of State’s website. Additionally, remember that if you sell goods in Ohio, you will need to collect sales tax.

9. Determine Necessary Licenses and Permits.

Most Ohio companies are required to have one or more business licenses or permits to operate at the city or county level. You may be surprised to discover what’s required. Operating without the proper license or permit can result in expensive fines.

10. File a Annual Report.

Business entities in Ohio are not required to file an annual report.  However, certain types of entities and registrations are required to file reports at different intervals. For the types of entities and timing of each of these filings, please consult the appropriate code section for your entity or registration type.

Important Notice: It is beyond the scope of this article to discuss your potential insurance needs, or matters relating to employees. You should consult an attorney or accountant with any questions about legal or financial matters. Please note that nothing in this article can be construed as legal, tax or accounting advice.

For additional learning, please visit our LLC FAQs.