Ohio Limited Liability Company (LLC) is a legitimate structure used to protect your assets (home, car, bank account) if your entity is sued.
An LLC can be used to set off a business, or an LLC can be used to bear assets (such as real estate, vehicles, boats, or aircraft).
A. Ohio LLC Name
Before filing the required paperwork to form your LLC with the Ohio Secretary of State, you must develop a unique and distinguishable Ohio LLC Name.
Your desired Ohio LLC name must be “distinguishable upon the records.” It must be unique from the names of all the existing businesses in the Ohio Secretary of State database.
Ohio Secretary of State: Business Name Search
LLC Designator: Under Ohio Statutes Section 1706.07, your LLC name must end with the proper designator. Acceptable designators include the following:
* Limited Liability Company
Tip: If you’re unsure which designator to use, “LLC” is the most common.
Your Ohio LLC name cannot cover a designator, which makes it sound like a different type of legal company. For example, your Ohio LLC name cannot include the words or abbreviations Corporation, Corp., Inc., Incorporated, Limited Partnership, LP, LP, or Trust.
B. Ohio Statutory Agent
To be able to keep doing business in the state, your Ohio LLC must continuously maintain what’s known as an Ohio Statutory Agent. A Statutory Agent can also be referred to as a Registered Agent.
The Statutory Agent is the person or company responsible for receiving legal mail (such as notices of lawsuits and court documents) sent to your LLC.
If your LLC fails to maintain a Statutory Agent in Ohio, the Secretary of State may remove its good standing status. In case of further non-compliance, your LLC may even be administratively dissolved. This means your LLC won’t be able to do business in Ohio.
Your LLC’s Statutory Agent must be a legal resident of Ohio or a company formed or registered to do business in the state.
Your Statutory Agent must list an address on your LLC filing in the state.
Ohio quirk: Nearly all states require that a Statutory Agent have an actual street address. However, this is not the case in Ohio. Ohio law allows for using a PO Box for your Statutory Agent.
Who can be your Ohio LLC Statutory Agent:
- You, a friend, or a family member can be your LLC’s Statutory Agent. If you choose this option, you/they must also be an Ohio resident and at least 18 years old.
- You can hire a Commercial Statutory Agent. A Commercial Statutory Agent is an entity that charges a small annual fee to take care of the receipt and forwarding of any Service or Process sent to your Ohio LLC.
Commercial Statutory Agent: If you need to hire a Commercial Statutory Agent in Ohio,
The benefit of using a Commercial Statutory Agent in Ohio: If you want to keep your privacy, some Commercial Statutory Agents will let you use their address throughout your LLC filing (keeping yours off the public records). For example, if you engage Northwest Registered Agent, they allow you to use their address anywhere in your LLC filing you’d like.
Statute: 1706.09 Statutory agents.
C. Ohio LLC Articles of Organization
The Ohio Articles of Organization (Form 610) is the document you file with the Secretary of State to form your LLC officially.
Ohio LLC filing fee: $99
Check out LLC Cost in Ohio for more info on LLC fees.
Ohio LLC approval times:
* If you file online, LLC approval time is one business day.
* If you file by mail, LLC approval time is one business.
File your Ohio LLC online (recommended method):
File your Ohio LLC by mail: Articles of Organization (Form 610)
* Pay by check, money order, or credit card form. If paying by check or money order, make it payable to “Ohio Secretary of State.”
* Send your completed Articles of Organization and $99 filing fee to Ohio Secretary of State, Regular Filing, PO Box 670, Columbus, OH 43216.
Items listed in your Articles of Organization:
* LLC name,
* effective date,
* period of existence,
* LLC purpose,
* name and address of Statutory Agent,
* Statutory Agent’s signature,
* and the name and signature of the person submitting the LLC’s Articles of Organization.
Ohio LLC approval: After the Ohio Secretary of State approves your LLC, you will receive back the following three items:
* Articles of Organization (stamped and approved)
* Certificate of Organization (official letter with state seal)
The above items will either be returned by regular mail or will be sent to your email, depending on the filing method you choose.
D. Ohio LLC Operating Agreement
Your Ohio LLC Operating Agreement is the document that contains (but is not limited to) the following:
* the names of the owner(s) (called “Members“) of your LLC and their percentage of ownership in the business;
* the rights, duties, and obligations of the members to each other and to the LLC;
* the rules and regulations for the LLC’s day-to-day operations and management;
* the division of profits/losses and how taxes and accounting will be handled; and
* any other details that are necessary.
Think of the Operating Agreement as the “Constitution” that governs your LLC and its members.
Regardless of whether your LLC has one owner (a single-member LLC) or several owners (a multi-member LLC), having an Operating Agreement is highly recommended. Not only does an Operating Agreement help keep relations smooth among the members, but it also helps show that your LLC is being run and managed properly as a separate legal entity. This helps maintain your personal liability protection if you are ever involved in a court case.
As an “internal” document,” your Ohio LLC’s Operating Agreement does not need to be mailed to the Secretary of State or any other government agency. Just store a copy with your LLC’s business records and give a copy to any other members if needed.
E. Federal Tax ID Number (EIN)
The IRS issues an Ohio EIN Number to your LLC as its “identification number” (just like how a social security number is used to identify a person).
Other names: Employer Identification Number (EIN), Federal Tax ID Number, and Federal Employer Identification Number (FEIN).
Uses of an EIN: Aside from identifying your LLC, your LLC’s Federal Tax ID Number is also needed to: open a business bank account, apply for business licenses and permits, and do business with other companies.
Get your Federal Tax ID Number after LLC approval: Your Ohio LLC should already be in existence before applying for a Federal Tax ID Number. Otherwise, you may end up attaching an EIN to a non-existent LLC (in case the Ohio Secretary of State rejects your filing).
Federal Tax ID Numbers are free: Federal Tax ID Numbers (EINs) do not cost any money. The IRS provides them free of charge.
How to apply for an EIN: You can either apply online or mail/fax Form SS-
Apply online: We recommend this method since the approval time is very fast (around 10-15 minutes).
Important: You must have an SSN or ITIN to use the online application, though.
Mail or fax Form SS-4: Those without SSNs or ITINs (which is the case for foreigners) can still get a Federal Tax ID Number from the IRS. However, they have to mail or fax Form SS-4 since they won’t be able to use the online application.
Tip for foreigners: Online 7b, just write “Foreign” if you don’t have an SSN or ITIN.
LLC owned by an existing company: LLCs owned by another company also can’t use the online application. You’ll have to file Form SS-4 and either fax or mail it.
After filling out Form SS-4: You can fax or mail the completed SS-4 Form. If possible, we recommend filing by fax since the approval time is faster (4 business days) as opposed to filing by mail (4-6 weeks).
IRS Fax number: 855-641-6935
IRS Mailing address: Internal Revenue Service, Attn: EIN Operation, Cincinnati, OH 45999
F. Ohio LLC Annual Report
Good News: The Ohio Secretary of State doesn’t require LLCs to file Annual Reports. That’s right, Ohio LLCs Don’t File Annual Reports.
G. Business Licenses and/or Permits
Before your LLC can do business in Ohio, it must have the proper business licenses and/or permits in place, if required. Not all businesses need a business license or permit.
As with many other states, Ohio does not issue a state-level general business license. However, depending on where your LLC is located and the nature of its business, you still need to apply for local and industry-specific licenses and permits.
Ohio maintains a comprehensive list of business licenses and permits your LLC may need:
Aside from your county, city, or town, also contact Ohio’s state agencies, boards, commissions, or departments to see if your LLC needs a license or permit from them:
H. Ohio State Taxes
Federal: By default, the IRS classifies LLCs as “pass-through entities.” Any profits/losses your LLC incurs will be listed in your personal tax return on Schedule C. Unlike a Corporation, an LLC does not file a separate federal return with the IRS.
Business Registration: All Ohio LLCs doing business in the state must be registered with the Ohio Department of Taxation. You can register for all the necessary business taxes through the Ohio Business Gateway (you must create an account).
Ohio imposes the following business taxes: alcoholic beverage tax, commercial activity tax, corporation franchise tax, employer withholding tax, financial institutions tax, gross casino revenue tax, horse racing tax, income tax, kilowatt-hour tax, motor fuel tax, natural gas distribution tax, pass-through entity tax, petroleum activity tax, public utility excise tax, property tax, sales and use tax, severance tax, and tobacco tax.
Recommendation: Conniving your federal, state, and local taxes can be complex and time-consuming. If done incorrectly, your Ohio LLC may be negatively affected. For that reason, we recommend speaking with a few accountants after your Ohio LLC is formed. Check out our how-to-find Accountant guide, or you can do a search using Thumbtack or Yelp.
I. Ohio LLC Bank Account
After your Ohio LLC is approved and you get a Federal Tax ID Number, the next step is to unlatch a separate LLC bank account.
Why it’s important for your Ohio LLC to have its own bank account: it helps maintain your personal liability protection (by separating your personal assets from your LLC’s assets) and makes accounting and taxes easier.
What you’ll need:
* Certificate of Organization (official letter with state seal)
* Articles of Organization (stamped and approved)
* Federal Tax ID Number (EIN)
* Two valid IDs (driver’s license, passport, etc.)
Tip: Call the banks ahead of time and ask if they also require additional documents (Operating Agreement, etc.).
Other important tips:
Signers: Members who want to be authorized signers on your Ohio LLC’s bank account must physically show up at the bank. Either at the time of opening the account or at a future date (but double-check this with your bank, please).
Maintenance fees: We recommend calling around ahead of time. Find out which banks charge monthly maintenance fees and which banks don’t. If you shop around, you’re likely to find a free business checking account.
DBA: If a bank representative asks you for your LLC’s DBA (also known as Doing Business As or Fictitious Name), don’t panic. Most likely, they’re just confused about how LLCs and DBAs work. In this case, just tell the representative your LLC does business under its own title.
Debit card: When you open the account, the bank will give you a debit card.
Credit card: Addition to get a business credit card to earn points and other rewards.
J. Contact No.
Instead of using your home telephone number or your mobile phone, you can buy an affordable “virtual business number” specifically for your Ohio LLC. You can put this virtual business phone up to forward to your cell phone, go to voice prompts, or design it any way you’d like.
Getting a separate business phone number for your Ohio LLC is also a good idea in order to retain your actual number private from those pesky “public record” websites.
Ohio State Agencies Contact Details
Ohio Secretary of State (Division of Business Filings)
Phone: 614-466-3910 (option 1)
Hours: 8 am – 5 pm, Monday – Friday
Ohio Department of Taxation
Phone: 888-405-4039 (business tax assistance)
Hours: 8 am – 5 pm, Monday-Friday