Starting a Limited Liability Company in Ohio
- Why form a Limited Liability Company?
- Can a non-profit be an LLC in Ohio?
- Is an LLC allowed to do business in Ohio?
- Filing with the Ohio Secretary of State
- Do I need a partner to form an LLC in Ohio?
- Do I have to live in Ohio to form a Limited Liability Company in Ohio?
- Articles of Organization
- Appointing a Statutory Agent
Why form a Limited Liability Company?
Many small companies are Limited Liability Companies, since this businesses type is well-suited for companies with few owners. In some aspects, the rules governing Limited Liability Companies are more flexible than those for corporations.
A Limited Liability Company can be described as a business entity that are in some ways similar to a partnership, but that also have some of the characteristics of a corporation.
With a Limited Liability Company (LLC) in Ohio, the owner or owners have limited liability – they are not fully protected from personal liability.
Can a non-profit be an LLC in Ohio?
Yes, both for-profit and non-profit LLC:s are allowed in Ohio.
Is an LLC allowed to do business in Ohio?
Yes, but it must be authorized by the Secretary of State’s Office, in accordance with Ohio Revised Code Section 1705.04. All Limited Liability Companies must register with the Ohio Secretary of State to lawfully conduct business in Ohio.
Filing with the Ohio Secretary of State
It is the Secretary of State that authorizes Limited Liability Companies to conduct business in Ohio.
All the forms that must be filed with the Secretary of State can be obtained from Secretary of States Office. This includes, but is not limited to, forms for Articles of Organization, Statutory Agent Updates, Amendments, Conversions, Mergers and Dissolutions.
For more information, visit OhioSecretaryofState.gov .
Can I file online?
Some forms, including the Articles of Organization to Form a Limited Liability Company (Form 533 A) can be filed online.
For more information, visit https://bsportal.sos.state.oh.us/.
Can I get the forms faxed or mailed to me?
Yes, you can have the forms faxed or mailed to you by calling (877) SOS-FILE (877-767-3453).
Do I need a partner to form an LLC in Ohio?
No, you don’t. One ore more persons can form an LLC in Ohio.
Do I have to live in Ohio to form a Limited Liability Company in Ohio?
No, you don’t. According to the Ohio Revised Code Section 1705.04 “one or more persons, without regard to residence, domicile, or state of organization, may form a limited liability company.”
Articles of Organization
In order to be authorized by the Ohio Secretary of State, the Limited Liability Company must file Articles of Organization.
The Articles of Organization must include:
- The name of the company
- The period of its duration, unless its perpetual
- An Original Appointment and Acceptance of Statutory Agent. The document must include the statutory agent’s name and address. The statutory agent must sign to accept the appointment.
- Any other provisions that are from the operating agreement or that are not inconsistent with applicable law and that the members elect to set out in the Articles for the regulation of the affairs of the company.
The Articles of Organization must be signed by an authorized representative of the LLC.
Do I need to include the operating agreement?
No, a Limited Liability Company is not required to file its operating agreement or any other internal document with the Ohio Secretary of State.
The name of the LLC
The name of the LLC must include a designator, which can be any of these options:
- limited liability company
Appointing a Statutory Agent
A Limited Liability Company must, at the time of filing its Articles of Organization, appoint a statutory agent.
The statutory agent is designated to accept any legal process, notice or demand that is served upon the LLC, and has a legal duty to share such information with the LLC.
Does the statutory agent have to be a person?
No, the statutory agent can be a person or an entity, as long as it fulfils the requirements.
- If the statutory agent is a natural person, that person must be a resident of Ohio.
- If the statutory agent is an entity, it must be a domestic or foreign corporation, nonprofit corporation, limited liability company, partnership, limited partnership, limited liability partnership, limited partnership association, professional association, business trust, or unincorporated nonprofit association that has a business address in Ohio. If the agent is a business entity, it must meet the requirements of Title XVII of the Revised Code to transact business or exercise privileges in Ohio.