Set the stage to raise capital, attract investors, and unlock growth opportunities with a Ohio C corp. Starts at $0 plus OH state fees.
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Starts at $0 + OH state fee and only takes 5-10 minutes
Do you have a business idea that you’re sure is going to make a difference in your life and the lives of others? If so, have you gotten around to deciding what you’ll sell/offer? How about which type of business model you’d like to adopt? Corporations are one of the most popular business structures out there, and for good reason. They have many benefits, and starting one in Ohio might be the thing for you.
A corporation is a complex business model that you should fully understand before deciding to form one. If you need help dealing with all of the paperwork and red tape, consider partnering with a business formation service to move things along more easily.
Are you ready to learn more and start your business? Check out our helpful guide below about forming your Ohio corporation online today. We’ll also cover some of the nuances of forming an Ohio professional corporation, a specialized corporation for licensed professionals like attorneys, doctors, or engineers.
To form a corporation in Ohio, you’ll need to work closely with the Ohio Secretary of State. Their Business Services Division handles all filings through an online portal, Ohio Business Central. You must sign up for an account to log in and submit paperwork.
To start an Ohio corporation, you must file the Articles of Incorporation with the Ohio Secretary of State. This document registers your corporation with the state; however, there are other steps you’ll need to take before and after you begin business operations. Starting a new business can feel like an overwhelming task. To simplify the process of forming an Ohio corporation, we’ve put together the following steps:
Naming your corporation is an important first step since this is essentially your business’s primary identity. Here are a few things to consider during this step.
According to Ohio law, the name must be distinguishable from any other domestic or foreign:
Your proposed corporation name must also include one of the following words or abbreviations: “company,” “co.,” “corporation,” “corp.,” “incorporated,” or “inc.”
If you’re forming a professional corporation, you’ll also need to ensure that your name complies with any industry requirements. These can vary from one professional service to another, so please check with your industry’s regulatory boards for full guidance.
As for restrictions, the name can’t contain words or phrases that are generally considered a slur against an ethnic group, religion, gender, or heredity. It also can’t contain any profanity or improperly imply that the business is affiliated with a government agency. Banks, trusts, insurance agencies, and cooperatives must also follow entity-specific naming guidelines.
There are a few searches you should do to see if the name you want to use is available. First, conduct a business name availability search on the Secretary of State’s website. You can also use this search engine to check for Ohio trademarks and service marks registered with the state. That way, you can make sure the name you want isn’t trademarked.
In addition to state-level trademarks, which apply only within the borders of a state, you may want to search the United States Patent and Trademark Office‘s (USPTO) online database to ensure no one else is using the name federally. If you decide to trademark your name with the USPTO, it will cost at least $225 per class of goods or services.
Federal trademarks need to be renewed every 10 years. You can also register a trademark at the state level, which is often quicker and easier to do; however, federal registration can come with broader protection.
One last search to conduct is an online domain name search. The results from this search will help you decide what to use for your company’s official website and email address.
In the future, if you want to do business under a name that’s different from your corporation’s legal name, you’ll need to file for a “trade name” or “fictitious name,” otherwise known as a “doing business as” (DBA) name, with the state for $25. This can be done by mail or online.
Though both use the same form, a “trade name” and a “fictitious name” are different things in Ohio. Trade names are required to be distinguishable from other Ohio business names (meaning you’ll need to use the business name search engine again), while fictitious names aren’t. Thus, trade names provide greater protection.
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The person or persons who actually file the paperwork to start a corporation are known as incorporators. One or more incorporators can sign their Ohio Articles of Incorporation and are responsible for appointing initial directors to form a board.
The board of directors oversees the corporation’s affairs and represents the interests of your shareholders. A director can be an incorporator, but it isn’t a requirement to join the board.
If you plan to name your directors before filing the Articles of Incorporation, you’ll need to hold an organizational meeting. At this meeting, your group will take care of these tasks and more:
Ohio doesn’t require you to name your directors in the Articles of Incorporation. If the directors aren’t named at the time of filing, the incorporators must meet with the shareholders to elect directors after registering with the state. At least one director must be appointed.
The next step is to choose a statutory agent to receive legal documents and correspondence from the state on behalf of your corporation. Items such as tax documents and service of process (notices of lawsuits) are served to statutory agents. In most other states, they’re called registered agents. Choose an agent who’s reputable, professional, and an excellent communicator.
Your Ohio corporation must always maintain a statutory agent. They can be an Ohio resident or a business entity that has a physical business address in the state and that is legally authorized to do business in Ohio.
You must provide a written appointment of your statutory agent with the Articles of Incorporation. A majority of the incorporators must sign this document. It must include a written acceptance of the appointment signed by the statutory agent and the agent’s name and Ohio street address.
To officially form your corporation, you must file the Ohio Articles of Incorporation with the Ohio Secretary of State. The purpose of the articles is to register your business with the state.
To file the Ohio Articles of Incorporation, you’ll need the following information:
The number of shares you authorize to issue is up to you and the board of directors. You also have the option in Ohio to list a par value for your corporation’s stock.
It’s also optional to list an effective date on the articles. A corporation legally exists once the Articles of Incorporation are filed; however, you can specify a later date for legal existence as long as it isn’t more than 90 days after filing. If an incorporator is filing near the end of the year, they will sometimes set the effective date to be January so as to avoid filing corporate taxes for the current calendar year.
The Articles of Incorporation are filed in the online portal and submitted with a $99 fee. Choose “Submit a Business Filing,” create or log into your account, complete the digital form, and pay the filing fee. You can also file by mail (the address is on the form).
If you’re looking to form a professional corporation, you’ll use a slightly different version of the Articles, the “Initial Articles of Incorporation (Professional Association, Domestic Corporation)” form. This form is pretty similar to the one above, requesting information about your business, your incorporators, your registered agent, and so on. But the form also requests information about the professional service you’ll be offering.
Please note that “professional association,” as it’s used in this context, doesn’t mean a different entity type; you’ll still be forming a corporation that’s rendering professional services. “Professional association” is just the language used in the chapter of the Ohio Statutes that governs the formation of professional corporations.
The rules that govern the operation of your corporation are known as corporate bylaws in most states. However, Ohio divides these into two terms. “Bylaws” refer specifically to the rules for the board of directors, while the other rules governing the corporation are referred to as “regulations.” Both are created and adopted at your organizational meeting held before filing the Articles of Incorporation.
Corporate bylaws and regulations can be amended as needed by the board of directors. Within these governing rules, you may want to include items such as:
Ohio corporations can adopt corporate bylaws and regulations, but it isn’t required by law. However, it’s important to establish these so that your company is well organized. Adopting corporate bylaws/regulations helps establish your business as a legitimate enterprise.
For professional corporations, bylaws and regulations must follow regulations specific to the profession and ensure compliance with state laws governing professional services.
Those who hold shares of stock in your company are called shareholders. A shareholder agreement is a legal document that protects the rights of shareholders and helps ensure they are treated fairly. The agreement includes details such as:
A shareholder agreement can also be drafted by using a customizable template. It isn’t something you have to file with the state. However, your corporation should keep it on file where shareholders can access it upon request.
Corporations are required to issue shares of stock after they’ve incorporated. The most you can issue is what was authorized in the Articles of Incorporation. Issuing shares is one way to reward initial investors in the company. It’s also a means of raising money to fund the corporation to help it grow. A share of stock is also called a security.
Shares can be issued privately to a group of private investors, employees, directors, founders, or others. On the other hand, you can make shares publicly available for purchase so that anyone can buy them. Public corporations must file quarterly statements with the U.S. Securities and Exchange Commission (SEC).
Shares can be issued only once, but they can be transferred or sold at a later date. Corporations are required to document how many shares they’ve issued and keep track of who holds them. For further state regulation information, contact the Securities Division of the Ohio Department of Commerce at (614) 644-7381. They also have an overview of Ohio’s securities laws.
Professional corporations can’t just issue shares to the general public; under state law, professional association corporations may only issue shares to individuals who are licensed in the corporation’s profession. If, for some reason, a shareholder stops being licensed, they’ll need to transfer their shares to a qualified shareholder promptly.
A corporation often requires various permits and/or licenses to conduct business legally. It’s your responsibility to find and apply for them. Depending on your industry, you may need them at the local, state, and federal levels. There are over 250 required licenses in Ohio, including those for goods and services, such as:
Search the state’s license database to see if there are any that your corporation may need. For local permits and licenses, try contacting your county, town, or city clerk’s office. Federal government agencies should also be contacted. This step is especially important for professional corporations, which need to have proper licensing for all shareholders and employees that offer the company’s service.
Unfortunately, there is no single place to find all required business permits and licenses. Our business license report can be a valuable resource to free your time and help ensure compliance with the law.
All corporations are required to file for an Employer Identification Number (EIN). It’s a unique tax ID number that the Internal Revenue Service (IRS) issues to new employers. An EIN is also used when opening a corporate bank account and filing taxes.
Apply for an EIN online, by mail, or by faxing the completed EIN application form to (855) 641-6935. It’s free, no matter how you apply.
You’ll also need to register with the Ohio Department of Taxation for state tax purposes. Registration is done online through the Ohio Business Gateway. This is also where you can file your taxes and other transactions with the state.
In addition to federal corporate income tax, your corporation would ordinarily owe state income tax, but Ohio is one of a few states that has no state corporate income tax. However, Ohio charges a gross receipts tax called the commercial activity tax (CAT). The CAT applies to both C and S corporations.
As of January 2024, you won’t need to pay the CAT tax if your business has taxable gross receipts of less than $3,000,000. If you’re above this range, the Ohio Department of Taxation has more info for computing what you owe.
Ohio levies a variety of other business taxes, including:
In most states, a corporation’s first report is the first annual report they file with the Secretary of State. The report updates the state with essential details about the business for its records. It includes any important business changes.
In Ohio, businesses aren’t required to file an annual report. However, nonprofit corporations must file a Statement of Continued Existence online with a $25 fee every five years. Also, professional corporations are required to file a biennial report (Form 520) in even-numbered years to identify all of their shareholders as of June 30 of the filing year and certify that each shareholder is licensed to practice the profession for which the corporation was formed. The report form has to be filed no later than 30 days after June 30 and won’t be accepted before June 30. The filing fee for this biennial report is $25.00. If a professional corporation fails to submit this report, the Secretary of State can cancel the corporation’s license to do business in Ohio.
The initial cost to start a corporation in Ohio is $99 to file the Articles of Incorporation. It’s the same cost whether you’re a nonprofit or for-profit corporation. Regular filing takes anywhere from three to seven days. Expedited services add extra fees to your startup costs. The fee schedule is as follows (fees are subject to change):
Hand deliveries can be made at:
Walk-In Client Service Center22 North Fourth StreetColumbus, OH 43215
In addition to filing the articles, you may have the following filing costs:
Starting at $0 plus state fees, ZenBusiness can help you start your Ohio corporation.
Forming a corporation in Ohio has many advantages. The Ohio Development Services Agency offers various bonds, grants, loans, and tax credits to encourage business startups and economic growth.
Ohio is also home to JobsOhio, a private nonprofit corporation that works with the government to drive job creation and new capital investment. By offering business incentives, they can help fulfill your specific business needs. JobsOhio helps companies starting, relocating, or expanding in the state.
Forming a corporation in Ohio also:
A disadvantage of choosing a corporate business structure is that there can be a lot of red tape, as corporations are subject to many rules and regulations. Profits can also be taxed twice by the federal government. This double taxation occurs when corporate profits and income that shareholders receive from the corporation are both subject to income tax.
A corporation can choose to be taxed by the IRS as a C corporation or an S corporation. Nonprofit corporations can apply to achieve tax-exempt status.
If you’re a C corporation (the default form of corporation), your company is taxed as a separate entity. This means that your corporation pays taxes on its profits, and its shareholders also pay taxes on their share of profits received from the business.
For pass-through taxation, some corporations choose to be classified as an S corporation. In this situation, corporate income is passed through to the shareholders, who then pay personal income tax; the corporation itself doesn’t pay income tax.
As mentioned above, Ohio charges a gross receipts tax called the commercial activity tax (CAT). It applies to both C and S corporations, but you won’t need to pay the CAT tax if your business has taxable gross receipts of less than $3,000,000.
The state also levies a sales and use tax that applies to the retail sale, lease, and rental of tangible personal property. It also includes the sale of selected services in Ohio.
All business taxpayers must register with the Ohio Department of Taxation. You can register online or over the phone by calling (888) 405-4089. You can also file and pay the following taxes through the Ohio Business Gateway:
Consult with a tax professional to determine which local, state, and federal taxes your corporation will be required to file and pay.
Have you decided to start your corporation in Ohio? We can help you make it happen! With our many formation services that can help during the formation process as well as help you run and grow your business, we want to see you succeed (note: we currently don’t support formations for professional corporations). Find out more about what we can do for you to get the process started!
When compared to simpler business structures, it’s true that running a corporation involves a lot more paperwork. A corporation has shareholders, officers, and a board of directors who all have meetings in which they need to record the minutes. There’s also more filing of paperwork because of the issuing of shares of stock.
An LLC is a limited liability company. It’s a simpler business structure that’s managed by members (owners) instead of a board of directors. An LLC can be a good choice for small businesses, as its startup costs and the amount of red tape to be in business are less than those of a corporation. However, unlike a corporation, an LLC can’t sell shares to finance the business.
You can change the name of your corporation in Ohio by filing a Certificate of Amendment with the Secretary of State and paying a filing fee.
A single person can form a corporation in Ohio.
You can form your Ohio corporation online using the Secretary of State’s online filing system.
To dissolve your corporation, you must first obtain a Certificate of Tax Clearance from the Department of Taxation in order to voluntarily dissolve and file a Certificate of Dissolution, Form 561, with the Secretary of State.
Yes. Ohio offers other business entities for professionals, including professional limited liability companies (PLLCs).
Generally speaking, no. Professional corporations need to be organized to render a single professional service in most situations.
Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
Written by Team ZenBusiness
ZenBusiness has helped people start, run, and grow over 700,000 dream companies. The editorial team at ZenBusiness has over 20 years of collective small business publishing experience and is composed of business formation experts who are dedicated to empowering and educating entrepreneurs about owning a company.
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