How to Incorporate in Ohio (May 2024 Update)

Incorporating a business in Ohio begins with choosing a business structure that offers liability protection to the owners. The most common incorporation structure is a C corporation, which is considered a separate legal entity from its shareholders. An incorporated business in Ohio can enter into contracts, hold assets, pay taxes, sue and be sued under its own business name.

To start the incorporation process, you need to choose a business name, designate a registered agent, file articles of incorporation, obtain an employer identification number (EIN), write corporate bylaws, hold an organizational meeting, open a corporate bank account and stay on top of filing annual reports and taxes. This blog post will guide you step-by-step through incorporating in Ohio.

Naming Your Ohio Corporation

The first step to incorporating in Ohio is choosing a unique name for your corporation. Your chosen name needs to be distinguishable from other businesses registered in Ohio and must contain a corporate indicator like “Company,” “Corporation,” “Incorporated” or abbreviations like “Co.,” “Corp.” or “Inc.”

Before settling on a name, check the Ohio Secretary of State’s online business search to see if your desired name is available. If the name you want is taken or too similar to another company’s name, you’ll have to get creative and brainstorm alternatives.

You can also reserve a corporate name with the state for up to 180 days while you complete additional steps to launch your business. The name reservation costs $39 and ensures no one else can claim your business name in the meantime.

Understanding the difference between your legal corporate name, a trade name and a “doing business as” (DBA) name in Ohio is also important for branding and marketing purposes later on:

• Legal corporate name: The official name registered on your articles of incorporation
• Trade name: A unique business name registered with the state; protected so no other company can use it
• DBA name: An unofficial alternative name your company uses for branding; does not have to be registered and is not protected

Designating a Registered Agent

Before you can incorporate, Ohio requires that you designate a registered agent to accept legal documents and important mail from state agencies on behalf of your corporation. This person or company must have an address in Ohio and be available during normal business hours.

While you can serve as your corporation's registered agent, most companies opt to use a professional registered agent service. Hiring a third-party agent service shields your personal home address from public documents and ensures time-sensitive documents get forwarded to you right away.

Filing Articles of Incorporation

The articles of incorporation form the legal foundation of your corporation in Ohio. After naming your business and appointing a registered agent, you must file formal articles of incorporation with the Secretary of State.

You can submit your articles in person, by mail or electronically using the Secretary of State’s online filing site. The filing fee starts at $99 for the first 990 shares. Additional per-share fees apply if more shares are authorized.

To complete your articles of incorporation, you need to provide details like your principal corporate office location, number and type of stock shares, voting rules, ownership percentage and the statutory agent’s name and signature.

Note that any information included on your articles will become part of the state’s public record. If you want to keep personal details private, consider hiring an incorporation service to submit the articles on your company's behalf.

Obtaining an Employer Identification Number

You need to obtain an EIN from the IRS if you plan to hire employees or open a business bank account. An EIN is essentially your business's social security number used to identify your company and file taxes.

Sole business owners can simply use their social security number instead, but most corporations apply for an EIN for liability and accounting reasons. The EIN application is free and available on the IRS website.

Writing Corporate Bylaws

Creating internal bylaws is key for handling operational decisions like shareholder voting procedures, board member elections, dividend policies and amendments. Ohio does not legally require corporations to write bylaws, but most banks will ask for bylaws if you need proof of policies and protocols for getting a business loan or opening a bank account.

Well-crafted bylaws should outline rules for director qualifications, officer roles and duties, shareholder meeting protocol, stock issuance and transfers and what constitutes a company quorum. Legal templates and examples make drafting your first set of bylaws much easier.

Holding an Organizational Meeting

Within 90 days of officially incorporating in Ohio, state law requires that you hold an initial organizational meeting. During this meeting, corporate bylaws are formally adopted, initial directors are elected and founding documents like stock subscription agreements are approved.

Minutes from your organizational meeting showing bylaw adoption and director election should be kept alongside your articles of incorporation in the corporate records binder.

Opening a Corporate Bank Account

Mixing personal and business finances can put your corporate veil protections at risk. Shortly after incorporating, take the necessary legal documents like your articles of incorporation and EIN to open dedicated corporate bank accounts.

In addition to separating business finances, a corporate bank account allows for easier record keeping, accounting and filing business taxes. Just be sure to also obtain an employer identification number (EIN) from the IRS in order to open an account.

For more information, take a look at our article on the key benefits of business checking accounts.

Filing Annual Reports and Taxes

One perk of Ohio incorporation is that corporations registered in the state do not have to file annual reports. However, you still need to stay on top of recurring tax filings and fees on the local, state and federal levels.

For example, Ohio charges a $150 commercial activity tax if your annual business revenues exceed $150,000. And on the federal level, incorporated companies must submit annual income taxes, payroll taxes and other tax documents.

Using an accountant or tax filing software can help you stay compliant with Ohio’s tax codes and avoid any penalties. You may also need to register for sales tax collection or apply for applicable business licenses depending on your industry.

Conclusion

While incorporating requires some upfront legal paperwork, an Ohio corporation offers liability protections and tax planning options worth considering if you run a high-revenue business. Starting simple by naming your company and appointing a registered agent can get the incorporation process rolling. However, be sure to also account for ongoing costs like annual taxes and tax return preparation. Revisiting your corporate bylaws as the business evolves is equally important.

With a bit of planning and patience getting the initial documentation right, maintaining an incorporated business structure is completely manageable—especially when you have financial statements, accounting tools and tax resources in your corner.