Who can form a corporation in Ohio?
Ohio Revised Code Section 1701.04 provides that “anyone, singly or jointly with others, and without regard to residence, domicile, or state of incorporation,” may form an Ohio corporation
Filing articles of incorporation
A corporation must file Original Articles of Incorporation (“The Articles”) with the Ohio Secretary of State before it transacts business in Ohio.
The Articles must include an original appointmen and acceptance of statutory agent, and also information about the following:
- What is the name of the corporation?
- What is the location of the corporation’s main office?
- What is the authorized number of shares of stock? What is their classification? What is their par value (if any)?
- Does the corporation have initial stated capital? If so, which is the amount of that stated capital?
The name of the corporation must include a corporate signifier, which can be any of the following:
Appointing a Statutory Agent for the corporation
The statutory agent is the one designated to accept any legal process, notice and demand served upon the corporation, and the statutory agent has a legal duty to share this information with the corporation.
Does it have to be a person?
No, the statutory agent can be a person or an entity, as long as it fulfils the requirements (see below).
The statutory agent must be one of the following:
- A natural person who is an Ohio resident.
- 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.It doesn’t matter if the entity is domestic or foreign.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.
A corporation who has paid the minimum filing fee is entitled to authorize up to 990 shares of stock. In order to issue a larger number than this, an additional fee must be paid.
Submitting a filing
Submitting filings online
It is possible to complete the forms online and submit the filings in digital form. You can pay the filing fee with one of the major credit cards. For more information, visit https://bsportal.ohiosos.gov /.
Filling out paper forms and sending them by post
You can download and print out the paper form from OhioSecretaryofState.gov
Send the filled out paper form to the address provided on the first page of the filing form. The form must be accompanied with a check, money order or credit card authorization form to pay the filing fee.
Submitting a filing in person
To submit a filing in person, visit the Secretary of State’s Client Service Center at 180 E. Broad St., suite 103 (Ground Floor), Columbus, Ohio 43215.
The service centre is open Monday-Friday, from 8 am to 5 pm.
Is filing with the Secretary of State mandatory before conducting businesses as a for-profit corporation in Ohio?
All corporations must obtain a license from the Ohio Secretary of State to lawfully conduct business in Ohio.
The relevant documents must be filed with the Secretary of State’s Office before a corporation may legally conduct business in Ohio and, under certain circumstances, for the corporation to continue conducting business.