Do I need a lawyer to Incorporate in Ohio? |
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The short answer is no.
The state of Ohio does not legally require a lawyer to form an
Ohio Corporation.
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The short answer is no.
The state of Ohio does not legally require a lawyer to form an
Ohio Corporation.
Our detailed Incorporation Information page may help you understand some
of the implications of forming an Ohio Corporation.
However, if there is anything about Incorporating in Ohio
that you're not sure about you should seek the advice of a competent Ohio lawyer, an Ohio accountant,
or both before you Incorporate in Ohio.
Once you have made the decision to Incorporate in Ohio, an Ohio lawyer
can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents
to perform these services and save money that you can use in your new Ohio Corporation.
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Do I have to Reserve a Company Name before I Incorporate in Ohio?
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You are not legally required to reserve a Company Name for a new Ohio Corporation before you submit your application to Incorporate in
Ohio.
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You are not legally required to reserve a Company Name for a new Ohio Corporation before you submit your application to Incorporate in
Ohio.
Whether or not you need to reserve a company name for your new Ohio Corporation depends entirely on your business situation.
The Ohio Secretary of State uses names on a first come first served basis.
So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Ohio Company Name.
Click here for more information on
Ohio Company Name Reservation
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What if the Ohio Corporation Name I want is already taken?
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If the Name you have chosen for your new Ohio Corporation is already in use by a currently active
Ohio Corporation or LLC, and you still want to use that Corporation Name, then you will have to register a DBA Name with the Ohio Secretary of State. "DBA" is an abbreviation for "Doing Business As."
We verify that the Name you have chose for your new Ohio Corporation is available before we submit
your Incorporation filing to the Ohio Secretary of State.
If necessary we can register a DBA Name in Ohio for you so that you can open your new Ohio business as quickly as possible.
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What do I have to do to Incorporate in Ohio?
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8 things you have to do in order to Incorporate in Ohio.
1. Choose a name for your Ohio Corporation
2. Select an official address and a Registered Agent for your Ohio Corporation
3. Choose a Board of Directors for your Ohio Corporation
4. Decide who will be Officers for your Ohio Corporation
5. Determine how you want your Ohio Corporation to be taxed
6. File Articles of Incorporation with the Ohio Secretary of State
7. Get a Federal Employer Identification Number (FEIN)
8. Issue Stock Certificates to the Initial Shareholders
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1. Choose a name for your Ohio Corporation
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Your Ohio Corporation name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the Ohio Corporation name that you choose must be distinguishable from the name of any other registered Ohio Corporation or other
business entity and the name must also be different from any reserved names on record with the state of Ohio.
Your Ohio Corporation name must not imply that it was formed for a purpose other than that stated in your
Articles of Incorporation;
and your Ohio Corporation name must not be a name that is likely to mislead the public.
The name of an Ohio Corporation must include the word "Corporation" or
"Incorporated" or an abbreviation of one of these words.
It's important to choose a good name for your Ohio Corporation because if you want to change it after you incorporate you
will have to file amended Articles of Incorporation with the Ohio Secretary of State (and pay a fee).
We will:
- Check to make sure that your Ohio Corporation name is available
- Make sure your Ohio Corporation name conforms to state of Ohio regulations
- Reserve your Ohio Corporation name with the Ohio Secretary of State
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2. Select an official address and a Registered Agent for your Ohio Corporation
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Every Ohio Corporation must have an address that is physically located in the state of Ohio.
This address is "registered" with the Ohio Secretary of State.
The Registered Address is where official and legal correspondence can be delivered.
The individual or company that is registered with the state of Ohio to receive all correspondence on behalf of the Ohio
Corporation is called a "Registered Agent".
You may act as your own Registered Agent, however, many Ohio Corporations hire a Registered Agent because they don't have a physical
address within the state of Ohio or to provide a distinct level of privacy.
- We can act as the official Registered Agent for your Ohio Corporation.
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3. Choose a Board of Directors for your Ohio Corporation
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All Ohio Corporations are required to have a Board of Directors.
Directors are the people who will set policies for your Ohio Corporation and manage the business and its resources.
In the majority of small corporations directors are the owners.
The Articles of Incorporation or Corporate Bylaws may define specific qualifications for Directors.
The Board of Directors is responsible for creating rules, approving budgets and distributing profits to shareholders.
One of the most important duties of the Board of Directors is electing Officers for your Ohio Corporation.
The same person may be a Director and an Officer at the same time.
Directors need not be residents of the state of Ohio or shareholders of the Ohio Corporation unless the Articles of Incorporation
or Bylaws require it.
Normally Directors for your Ohio Corporation are elected for a term of one year.
Elections are held at the annual meeting of Shareholders.
The Directors serve until the next annual Shareholders meeting.
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4. Decide who will be Officers for your Ohio Corporation
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The Board of Directors elects Officers for your Ohio Corporation in accordance with the Corporate Bylaws and Articles of Incorporation.
Officers serve at the pleasure of the Board of Directors of the Ohio Corporation.
Officers handle the day to day operation of the Ohio Corporation.
Unless specifically prohibited by the Corporate Bylaws or Articles of Incorporation, in a Ohio Corporation
the same person may hold more than one Corporate Office at the same time.
However, there are certain legal affairs in which the same person cannot act in more than one capacity.
One Officer - usually the Secretary - is given responsibility for preparing Minutes of Directors and Shareholders meetings
and for authenticating records for the Ohio Corporation.
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5. Determine how you want your Ohio Corporation to be taxed
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The Ohio Corporate Income Tax Rate is variable depending on the annual net income of the Ohio Corporation.
Ohio Corporate Income Tax Rates vary from 5.1 to 8.5%.
You may form an S Corporation in Ohio.
S Corporations may "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable
personal rate.
S Corporations do not pay any Ohio Corporate Income Tax.
The Corporation Tax structure in the state of Ohio consists of two tax brackets:
- 0- $50,000 - 5.1%
- Over $50,000 - 8.5%
Click here for more Ohio Corporate Tax Information .
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- If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Ohio Corporation and include it with
your Incorporation documents.
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6. File Articles of Incorporation with the Ohio Secretary of State
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In order to form a Corporation in Ohio you must file Articles of Incorporation with the Ohio Secretary of State.
The Articles of Incorporation must include certain specific information about your Ohio business. If the Articles do not conform exactly to state of Ohio requirements they will be rejected.
You may subsequently amend the Articles of Incorporation for your Ohio Corporation but you will have to pay a fee to the state of
Ohio in order to make the changes official.
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7. Get a Federal Employer Identification Number (FEIN)
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A Federal Employer Identification Number, also known as a Federal Tax Identification Number, is used by the IRS to identify a
business entity.
An FEIN is like a Social Security Number for your Ohio Corporation.
All Ohio Corporations are required to have an FEIN.
- We can obtain an FEIN for your Ohio Corporation.
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8. Issue Stock Certificates to the Initial Shareholders
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Corporate stock is evidence of ownership of a Ohio Corporation.
When you form your Ohio Corporation, you will need to determine what type of stock and the number of shares of each type that
you want to authorize.
You do not have to sell the number of shares that are authorized.
Many small Ohio Corporations hold 100% of the shares.
Stockholders in a Ohio Corporation are entitled to voting rights or dividends of the Corporate profits or both.
Whoever owns over 50% of the stock of the Ohio Corporation is able to make all Corporate business decisions.
Ohio Corporations usually hold at least 51% of the corporate stock in order to retain control of the Ohio Corporation.
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What do I have to do after I form my Ohio Corporation? |
6 things you have to do after you Incorporate in Ohio.
1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
2. Open a Business Bank Account in Ohio for your OH Corporation
3. Obtain Business Licenses from the cities and counties in which you plan to do business
4. Hold Meetings of Shareholders and Directors of each year.
5. File the required Ohio Corporation reports
6. Keep proper records of your Ohio Corporation on file
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1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
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The Board of Directors holds an initial meeting to elect Officers, authorize issuance of stock and adopt the Corporate Bylaws.
Bylaws are the internal rules of your Ohio Corporation.
They are adopted by the Board of Directors and vary widely from Corporation to Corporation.
Commonly bylaws include the number of seats on the board of directors; how Directors are elected; how meetings of Directors and
Shareholders are to be conducted; what Officers the Ohio Corporation will have and a description of each of their duties.
As your company grows over time, you may amend your bylaws as necessary.
Bylaws generally cannot be amended by the Board of Directors unilaterally.
A vote by the majority of Stockholders of the Ohio Corporation is usually required to amend the Corporate Bylaws.
Bylaws may include any rules for managing the business and conducting corporate affairs.
Almost anything may be written into the Bylaws, however, the Bylaws must not be in violation of any federal or Ohio law or
the Ohio Corporation's Articles of Incorporation.
A copy of the Corporate Bylaws should be maintained at the Corporation's principal Ohio office.
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2. Open a Business Bank Account in Ohio
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It's very important that you have a separate business bank account for your Ohio Corporation.
Mixing personal and business funds can get you in a lot of trouble with the tax man down the line.
It's a good idea to contact the bank before you open a business bank account.
Specific requirements vary from bank to bank.
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3. Obtain Business Licenses from the cities and counties in which you plan to do business
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- We can research and prepare the necessary forms for your required business licenses and permits and include
them in your Ohio Incorporation package.
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Note that forming an Ohio Corporation doesn't take the place of obtaining a business license, tax
registration certificate, or other required business permits.
An Ohio Corporation merely creates an ownership structure that limits the owners' personal liability.
You may still need to take care of getting set up to do business with your local government.
Depending on the nature of the business and the location of your Ohio Corporation you may need to get one or more city
business licenses or permits.
The business licenses or permits that are required for your Ohio Corporation vary depending on your business activities
and the specific locations within the state of Ohio in which you want to conduct business.
If your Ohio Corporation will be selling products in Ohio you may be required to obtain a Reseller's Permit from the appropriate
Ohio state agency.
If your Ohio Corporation will be selling products in Ohio you will also be responsible for all applicable local and state of Ohio
sales taxes if there are any.
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4. Hold Meetings of Shareholders and Directors of each year.
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Every Ohio Corporation must hold corporate and shareholder meetings, at least annually, and must keep minutes of each meeting
on file.
A copy of the minutes is evidence that the meetings took place and includes all resolutions that were adopted.
The minutes of each meetings must be open for inspection by any Shareholder or Director.
This meeting requirement is often overlooked and comes into play when the Ohio Corporation is challenged for any reason.
Keeping proper meeting minutes and documenting resolutions made and approved by the Directors is a formality that could save your
Ohio Corporation a lot of potential trouble.
- We can transcribe the minutes of any meeting of your Ohio Corporation into a form that complies with all
state of Ohio requirements.
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5. File the required Ohio Corporation reports
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| The Ohio Secretary of State does not have any initial or subsequent Annual Report requirements for Ohio Corporations. | However, certain types of Ohio business entities and registrations are required to file reports at different intervals with the Ohio Secretary of State.
Ohio Professional Associations and Ohio Limited Liability Partnerships (LLP) are required to file Biennial Reports with the Ohio Secretary of State.
Ohio Nonprofit Corporations are required to file Certificates of Continued Existence with the Ohio Secretary of State, and Ohio trade names, fictitious names, and trademarks or service marks are required to file renewals with the Ohio Secretary of State. |
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6. Keep proper records of your Ohio Corporation on file
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Keep the following records on file and available at the principal business office of your Ohio Corporation:
- Names and addresses of all Directors and Officers of the Ohio Corporation
- Articles of Incorporation for the Ohio Corporation and any Amendments to them
- Corporate Bylaws for the Ohio Corporation and any Amendments to them
- List of current shareholders of the Ohio Corporation.
If shareholders change, keep a record of old shareholders and how stock was transferred.
- Minutes of all Meetings of Shareholders and Directors
- Copies of any Corporate Resolutions which have been adopted by the Ohio Corporation
- Copies of all tax returns and Annual Reports for the Ohio Corporation for the last 3 years
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What information do I need in order to Incorporate in Ohio? |
In order to Incorporate in Ohio you'll need certain specific information about your new Company
including the Corporation name and address; and Registered Agent information.
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In order to Incorporate in Ohio you'll need the following information about your new Company:
- The name of your new Ohio Corporation along with your second choice of a name in case the name that you want is not available
- Physical addess of the Corporation office in Ohio (not a PO Box)
- Name and address of your Ohio Registered Agent (not a PO Box)
- A description of the nature of the business you are planning to operate with the Ohio Corporation
- Names and addresses of the initial Directors of the Ohio Corporation
- The number of shares of stock that the Ohio Corporation will be authorized to issue
- The par value of the shares which the Ohio Corporation will be authorized to issue
- The initial capitalization of the Ohio Corporation
Remember - ALL the information that you provide when you Incorporate in Ohio becomes part of the public record.
Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Corporation in Ohio.
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How long does it take to Incorporate in Ohio? |
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Processing times for new Ohio Corporation applications vary depending on the work load of the
Secretary of State's staff.
We've found that normal processing of new Ohio Articles of Incorporation takes the state around 3-7 business days.
Add 2-3 days for the time period for shipping the final documents by mail.
Choosing our Express Mail option can shave a couple of days off the total processing time for your Ohio LLC.
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PLEASE NOTE: WE CANNOT GUARANTEE OHIO SECRETARY OF STATE PROCESSING TIMES.
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We are dependent on, and have no control over, the staff and systems of the Ohio Secretary of State.
In our experience 3-7 business days is the time it usually takes the Ohio Secretary of State to process
a new Ohio Corporation application.
We get your Ohio Corporation application to the OH Secretary of State ASAP.
Once it is at the state we have no control over the new Ohio Corporation application process.
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Are there any Expedited Processing Options for new OH Corporation Filings?
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Ohio processing times for new Ohio Corporation filings can vary depending on the staff work load at the Secretary of State's office. The Ohio Secretary of State offers two expedited options for new Ohio Incorporation filings:
- $100 - The Ohio Secretary of State will guarantee a decision within 2 business days
- $200 - The Ohio Secretary of State will guarantee a decision within 1 business day
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How much does it cost to Incorporate in Ohio? |
The state of Ohio charges $104.00 to Incorporate in OH.
This is the cost of filing and getting a Certified Copy of your Articles of Incorporation from the OH Secretary of State.
If you choose All Business Documemnts to help you Incorporate in Ohio our processing fees are $125.00.
We start processing your new Ohio Corporation order as soon as we get it.
Total cost includes:
- OH Name Check and Reservation
- Prepare Articles of Incorporation
- File Articles of Incorporation with the Ohio Secretary of State
- Certified Copies of Articles
- Ohio Corporation Checklist
- Priority Mail Delivery
- Unlimited Customer Support
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What is a Ohio Professional Corporation? |
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Generally, if you are required to obtain some kind of license before you can market your skills in the state of Ohio then you will
most likely need to form a Ohio Professional Corporation.
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Generally, if you are required to obtain some kind of license before you can market your skills in the state of Ohio then you will
most likely need to form a Ohio Professional Corporation.
Attorneys, architects, engineers, public accountants, nurses and physicians, among others, may require registration as a Professional
Corporation with the Ohio Secretary of State.
Depending on exactly what it is that you want to do in Ohio, approval from a specific Ohio state agency or board may be required before the OH Secretary of State will approve a new
Ohio Professional Corporation filing.
This could add to the total processing time for a new Ohio Corporation.
Click here for more information on an
Ohio Professional Corporation.
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Ohio Foreign Corporation Qualification |
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You want to do business in the state of Ohio but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of Ohio you must register with the Ohio Secretary of State as
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You want to do business in the state of Ohio but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of Ohio you must register with the Ohio Secretary of State as
an Ohio Foreign Corporation.
The process of registering as a Foreign Corporation in the state of Ohio is called Ohio Corporation Foreign Qualification.
The process of Ohio Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in the state of Ohio.
Your original formation documents (usually called Articles of Incorporation) and Corporate Bylaws apply to your Ohio Foreign Corporation.
The Board of Directors and Officers of your Domestic Corporation have the same roles in the Ohio Foreign Corporation.
Click here for specific requirements for
Ohio Corporation Foreign Qualification.
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