How to incorporate in Ohio: a step-by-step guide for a for-profit corporation

What does it mean to incorporate in Ohio?

Incorporating creates a separate legal person that owns its own assets, signs its own contracts, and is owned through shares. In Ohio, for-profit corporations are governed by ORC Chapter 1701. The corporation exists once the Secretary of State files its Articles of Incorporation.

The articles are short. Most of what makes a corporation work happens after the filing: the board meets, adopts the corporation's regulations, appoints officers, and issues shares. This guide walks through both halves, the state filing and the internal setup, in the order they usually happen.

If you are still deciding between a corporation and an LLC, read our Ohio corporation vs. LLC comparison first. The two are formed on different forms, pay different fees once shares enter the picture, and run under very different internal rules.

Step 1: Choose a corporate name Ohio will accept

ORC 1701.05(A) requires an Ohio corporation's name to end with or include one of these words: "company," "co.," "corporation," "corp.," "incorporated," or "inc." The name also cannot suggest a connection to a state or federal government agency.

The name must be distinguishable on the Secretary of State's records from other corporations (for-profit or nonprofit, Ohio or foreign), LLCs, limited partnerships, limited liability partnerships, and exclusively registered trade names. The statute lists differences that do not count:

• Corporate designators alone, such as "Inc." versus "LLC" versus "Company."
• Articles, conjunctions, contractions, abbreviations, or punctuation.
• A different tense or number of the same word, such as singular versus plural.

Search the name on Ohio Business Central before you go further. If the name you want is held by someone else, ORC 1701.05 lets you use it only by filing that holder's written consent on the state's form. If you are not ready to file, you can hold a name with an Ohio name reservation for a $39 state fee.

Step 2: Decide how many shares to authorize, and what it costs

This is the step that sets your filing fee. Under ORC 1701.04(A)(3), the articles must state the number of shares the corporation is authorized to issue, their par value if any, and the express terms of each class if there is more than one. Authorized shares are a ceiling, not what you issue on day one.

ORC 111.16(A)(2) prices the filing by authorized shares, with a $99 minimum and a $100,000 maximum:

The tiers stack, like tax brackets. Some worked examples:

Many small corporations authorize a few hundred shares to stay at the minimum. That is a cost choice, not a legal requirement. If you later need more shares, an amendment raises the count, and ORC 111.16(B) charges the $50 amendment fee plus the share-based fee on the increase, with credit for shares already authorized. Your accountant or attorney can tell you whether you need more than one class of stock.

Step 3: Appoint an Ohio statutory agent for the corporation

Every Ohio corporation must keep a statutory agent, the person or company that accepts lawsuits and official notices on its behalf. Under ORC 1701.07(A), the agent is either an Ohio resident or a business entity with an Ohio business address.

The agent has to be in place before you file. ORC 1701.07(B) says the Secretary of State will not accept original articles unless they come with a written appointment of the agent, signed by the incorporators or a majority of them, and a written acceptance signed by the agent. Form 532A includes both.

Our Ohio statutory agent service is $49 per business per year from our office in Litchfield, and our address goes on the public record instead of yours. Sign up first so we can sign the acceptance. For the corporate-specific agent rules, including what happens if the agent position goes vacant, see our guide to the statutory agent for an Ohio corporation.

Step 4: File Articles of Incorporation (Form 532A)

Form 532A is the Secretary of State's Initial Articles of Incorporation for a for-profit corporation. You can file it online through Ohio Business Central or on paper. ORC 1701.04 sets what the articles must contain and what they may contain.

What the articles must say

• The corporation's name.
• The place in Ohio where the principal office will be located.
• The authorized shares: the number, par value if any, and the terms of each class.
• The initial stated capital, if the corporation will have one.

What the articles may say

• The names of the initial directors.
• The corporation's purposes. If none are stated, it may engage in any lawful act or activity Chapter 1701 allows.
• Limits on the authority of directors, officers, or shareholders.
• A limited period of existence, if it is not meant to be perpetual.
• Elimination of cumulative voting for directors.

Mistakes that hold up a corporate filing

• No signed agent acceptance. Without it, ORC 1701.07(B) bars the state from accepting the articles.
• A name with no corporate ending, or one that differs from an existing name only by its ending or punctuation.
• The wrong fee for the share count. The Secretary of State publishes a Shares Calculator; run your number through it before you pay.
• More than one class of shares with no stated terms for each class, which ORC 1701.04(A)(3) requires.
• No principal office location in Ohio. The articles must name the place in Ohio where it will be.

Keep the articles lean. Anything you put in them takes a filed amendment to change later, while the same rule placed in the regulations can be changed internally. Our Ohio filing guides cover the state forms in detail, or we can file your articles with us named as agent.

Step 5: Seat the initial directors and hold the organizational meeting

What happens after filing depends on whether the articles named the initial directors. ORC 1701.10 lays out both paths.

• Directors named in the articles: those directors hold the organizational meeting, called by a majority of them, to complete the organization. That usually means adopting regulations, appointing officers, and receiving subscriptions for shares.
• Directors not named: the incorporators either receive share subscriptions and give the new shareholders at least seven days' written notice of a meeting, or hold their own meeting to elect directors, who then finish the organization.

Incorporators can act without a meeting by a written consent signed by each of them, and the organizational meeting can be held inside or outside Ohio.

Who can serve

An Ohio corporation needs at least one director (ORC 1701.56(A)(1)). Directors must be natural persons at least 18 years old. Chapter 1701 does not require them to own shares or live in Ohio, though the articles or regulations can add qualifications.

ORC 1701.64(A) requires a president, a secretary, and a treasurer. One person can hold two or more offices, which is how most one-owner corporations operate. The catch: a person holding several offices cannot sign a document in more than one capacity when the law or the corporation's documents require signatures from two or more officers.

Step 6: Adopt regulations, Ohio's word for corporate bylaws

Most states call a corporation's internal rulebook its bylaws. Chapter 1701 calls it the regulations. They are not filed with the state.

Under ORC 1701.11(A)(1) and 1701.10, regulations can be adopted by the directors within 90 days after the corporation is formed, or by the shareholders at any time: a majority of the voting power at a meeting, or two-thirds by written consent unless the articles or regulations set a different proportion that is still at least a majority. Directors can amend them later only if the articles or regulations allow it, and nothing can take the shareholders' power away.

Regulations typically cover:

• The number of directors, their terms, and how vacancies are filled.
• When and where shareholder and board meetings happen, and how notice is given.
• Quorum and voting rules.
• Officer titles, duties, and how officers are removed.
• Rules on transferring shares, if the owners want them.

Set the annual meeting date in the regulations. If they are silent, ORC 1701.39 puts the annual shareholder meeting on the first Monday of the fourth month after the fiscal year closes. What your regulations should say is a question for your attorney; we file public documents and do not draft internal ones.

Step 7: Get an EIN and decide how the corporation will be taxed

Apply for the corporation's Employer Identification Number after the state files the articles. The IRS warns that applying before the entity is formed with the state may delay the application. The EIN is free from the IRS, online applications run on set Eastern-time hours, and the IRS issues only one EIN per responsible party per day. Our EIN service handles the application if you would rather not.

By default, a corporation is taxed as a C corporation. The IRS describes the result plainly: profits are taxed to the corporation when earned and again to shareholders when paid out as dividends. The corporation files Form 1120.

A corporation that qualifies can elect S corporation status on Form 2553, signed by all shareholders. Income then passes through to the shareholders' personal returns. The IRS requires a domestic corporation with no more than 100 shareholders, only allowable shareholders (individuals, certain trusts and estates, no nonresident aliens), and one class of stock. That one-class rule is worth knowing before you authorize preferred shares in Step 2. Whether S status saves you money is your accountant's call.

At the state level, Ohio's Commercial Activity Tax applies to corporations the same way it applies to LLCs and other structures, and businesses with $6 million or less in taxable gross receipts are excluded.

What an Ohio corporation has to keep up after it's formed

Ohio for-profit corporations do not file an annual report with the Secretary of State. The state's ongoing requirements are short:

• Keep a statutory agent on record. If the agent dies, resigns, or leaves Ohio, appoint a new one forthwith (ORC 1701.07(D)).
• Report agent address changes promptly (ORC 1701.07(E)) on a Statutory Agent Update, Form 521, for a $25 state fee.
• File an amendment for a name change, a new share count, or other changes to the articles. The base state fee is $50, plus the share-based fee on any increase.
• Hold the annual shareholder meeting and keep minutes of board and shareholder action.

The agent rule is the one with a hard consequence. If the corporation fails to keep an agent or report an address change, the Secretary of State sends notice. If the default is not cured within 30 days of mailing, or a longer period the state allows, the articles are canceled without further notice. A canceled corporation can apply for reinstatement within two years (ORC 1701.07(M)).

Keep a corporate record book from the start: the filed articles and state receipt, the regulations, minutes of the organizational meeting, a share ledger showing who holds what, the EIN letter, and every later amendment and agent filing. Banks, buyers, and lenders ask for these, and a shareholder dispute is much easier to settle when the records exist.

How much does it cost to incorporate in Ohio?

A corporation that authorizes 990 shares or fewer, files its own articles, and names us as agent spends $148 with the state and us in the first year. Our pricing page lists every fee we charge.