Here is an outline of the steps you need to follow in order to form a corporation (specifically, a "C corporation") in Ohio. You should also read the general section on forming a corporation for information that is applicable in any state. Additionally, you should familiarize yourself with the Ohio Secretary of State's website, which has useful information and resources.
1. Choose a business name for the corporation and check for availability.
- Please see our section on choosing and checking the availability of a name for your small business, as well as our section on the trademark law aspects of choosing a name.
- Ohio law requires that a corporation name end with or include the word or abbreviation "company," "co.," "corporation," "corp.," "incorporated," or "inc." Additionally, your corporation name must be distinguishable from other names on file with the Secretary of State (limited exceptions apply), and may not contain any language that indicates or implies that the corporation is connected with a government agency, another state, or the United States.
- The Secretary of State's website has advice and links to help you check the availability of your desired business name.
- Although you are not required to do so, consider registering your business name as a federal and/or state trademark.
2. Recruit and/or appoint a director or directors for the corporation.
- Under Ohio law, a corporation must have at least three directors, unless there are less than three shareholders. In that case, the number of directors may be equal to or greater than the number of shareholders. For example, if the corporation has only one shareholder, the number of directors may be one or two. If the corporation has two shareholders, the number of directors may be two (or three, which is the normal minimum).
- There is no minimum age requirement for directors.
- Directors need not be residents of Ohio or shareholders of the corporation, unless the articles or the corporation's "regulations" so require.
- Either the articles of incorporation or the corporation's "regulations" should state the number of directors that will constitute the corporation's board of directors. The initial director or directors of the corporation may be named in the articles, but this is not required.
3. Prepare and file articles of incorporation with the Secretary of State.
- The filing fee is $125. The Secretary of State's website provides a fill-in-the-blank form for articles of incorporation, with instructions. For general information on corporate articles of incorporation, please see the Articles of Incorporation page.
4. Create the corporation's "regulations."
- Where other states generally require a corporation to create bylaws, Ohio law speaks of "regulations." Despite the different name, the regulations are the same as ordinary bylaws. There is no set criteria for them, but they typically set forth internal rules and procedures for the corporation, touching on issues like the existence and responsibilities of corporate offices, the size of the board of directors and the manner and term of their election, how and when board and shareholder meetings will be held, who may call meetings, and how the board of directors will function. Making matters somewhat more complicated, Ohio law also permits directors to adopt "bylaws" to regulate board affairs. These "bylaws" must be consistent with the regulations and the articles of incorporation. You are not required to file the regulations with the Secretary of State, but the corporation should keep a copy at its principal place a business. For general information on corporate bylaws, please see the Corporate Bylaws page.
5. Hold an organizational meeting.
- See the general section on forming a corporation for details. You can find the Ohio statute relating to the organizational meeting at Ohio Rev. Code § 1701.10.
6. Issue stock certificates to the initial owners of the corporation.
- See the general section on forming a corporation section for details. The Ohio statutes relating to issuance of stock certificates are located in Ohio Rev. Code § 1701.24 and Ohio Rev. Code § 1701.25. Unless the articles of incorporation state otherwise, the board of directors has the authority to set the "consideration" (i.e., the amount to be received in cash, property, or services) for each share of stock.
7. Obtain any required local licenses.
- See the general section on forming a corporation section for details.
8. Determine what tax and other regulatory obligations the corporation has, and take care of any necessary registrations.
- Request an Employer Identification Number (EIN) from the IRS. This can be done via its online application. There is no filing fee.
- If you have an employee or employees in Ohio (including corporate officers), you need to register for Ohio employment taxes using the Ohio Business Gateway.
- Whenever you hire an employee in Ohio, you must inform both the IRS and the State of Ohio. You can find details of all the necessary steps, including verifying work eligibility and withholding allowances, on the Hiring Employees section of the IRS website. You can find state-level information on reporting new hires at the Ohio New Hire Reporting Center.
- If you have an employee or employees in Ohio, you need to obtain workers’ compensation coverage or be granted the privilege of self-insurance for liabilities. The Ohio Bureau of Worker's Compensation administers the program.
- As a small business owner or employer, there may be other informational returns that you have to file annually or semi-annually with the IRS. For more information, take a look at the IRS Guide To Information Returns.
9. Open a bank account for your business.
- It is a good idea to keep your business's finances separate from your personal accounts. A good way to do this early on is by opening a bank account for your corporation. You will probably need a Tax ID number (EIN), a copy of the articles of incorporation, and a resolution identifying authorized signers if those names are not listed in the articles. Here is one example of the documentation that banks ask for.
- Ohio requires certain documents to be kept at a corporation's principal place of business. The required documents are described in Ohio Rev. Code § 1701.37.
- Ohio Rev. Code § 1701.378 requires Ohio corporations to provide annual financial statements to shareholders of the corporation.
- An S corporation has the same basic organizational structure as a regular corporation, but some of the tax advantages of a partnership or LLC. An S corporation pays no federal income tax, except for tax on certain capital gains and passive income. Instead, the corporation's profits and losses "pass through" to shareholders, and profits are taxed at individual rates on each shareholder's Form 1040. Certain requirements and additional obligations apply -- please see the S Corporation page for details.
- To form an S corporation, designate "S" status with IRS via Form 2553 within 2 months and 15 days of filing your articles of incorporation with Ohio. There is no additional paperwork that must be filed with Ohio to obtain "S" status.
- S corporations should annually file the Ohio information tax return -- FT 1120S, Notice of S Corporation Status.
- Ohio law has a provision relating to what is known as a "close corporation" -- a classification for a corporation with a small number of shareholders that does not issue stock to the general public. In general, running a close corporation permits a less formal management style under the auspices of a shareholders' agreement. Please see the Close Corporation page for details.
- In Ohio, forming a close corporation requires that all shareholders of the corporation assent to a shareholders' agreement in writing, and that the shareholders' agreement be set forth in the articles of incorporation or the regulations, or in a written agreement that is entered into the minutes of a shareholders' meeting. For details, please see Ohio Rev. Code § 1701.591. If you are interested in forming a close corporation, you should contact a lawyer.