Incorporating your Ohio business is a straightforward and simple process, and below, you’ll learn everything you need to know about the requirements. SunDoc Filings is a leading business filing company that specializes in incorporating in the State of Ohio. 

It’s not necessary to have an attorney on your side when filing paperwork for an incorporation. However, it’s wise to have professional consultation on related matters. This article does not provide professional legal, tax, or accounting advice. For particular advice about your unique situation, always speak to a licensed professional.

When it comes to filing the paperwork for your State of Ohio incorporation, choose SunDoc Filings every time.

Overview

You must file Articles of Incorporation with the Ohio Secretary of State to form a corporation. You also need an available company name and to know which type of corporation you would like to form. Additional required information includes who your registered agent will be, your corporate address, and how many shares you’ll be authorizing the corporation to issue. You may also need to know the number of shareholders your corporation will have, and this will depend on the corporation type you choose.

A Federal Tax ID Number or EIN is also needed. This can be obtained from the Internal Revenue Service. At your first Board of Directors meeting, you will adopt bylaws. These don’t need to be filed with the State of Ohio, but you’ll want to keep them for your company records. You’ll also appoint officers at this meeting; however, these names do not need to be in the Articles of Incorporation.

Incorporating

The General Stock Corporation is the most common type of corporation. It has an unlimited potential number of shareholders. You may choose to set a limit of shareholders in your articles on the number of shareholders as well (not to exceed 35). This is called choosing to be a Close Corporation. For certain professionals, a Professional Corporation is mandated by the State of Ohio.

There are forms provided by the state of Ohio that can be downloaded. These forms meet the minimum requirements of the Ohio Corporations Code. It’s also possible to have an attorney draw up new forms that meet your specific needs from scratch.

To illustrate: the default articles of incorporation limit the corporation to one class of shares. This can be changed in a custom document. Similarly, initial directors can be named in the articles if desired, provided that all directors are included and sign the document.

All corporations need to have 3 positions filled from the very state: President, secretary, treasurer. It is possible to fill all of these roles yourself or another individual can fill all the roles. Still, it is necessary to have a minimum of three directors for an Ohio Corporation in most cases. If no shares are issued by a corporation or if the shareholders numbers are less than three or, there are select exceptions to this rule. Most of the time, the number and limit of directors will be listed in your bylaws (unless it is within your articles).

If you would like to change your company’s bylaws, you can do this with a formal meeting of your company, attended by your shareholders and directors. In this meeting, you can change your bylaws by taking a vote of the shareholders and directors concerning the proposed change. Changing the articles of incorporation is another story. This can only be done by filing an amendment with the State of Ohio.

Remember to keep minutes at all of your meetings. You will also need to set forth several things in your bylaws. These include the powers of your directors, the methods of your meetings, and the times that you hold your meetings. All of this must be in accordance with relevant provisions of the law in Ohio. 

A Corporate Records Book is where a corporation stores bylaws, company documents, stock papers and meeting minutes. Corporate Kits are useful compilations of standard documents to run the corporation, customized to your state and including such things as stock certificates, a corporate seal embosser, meeting minutes and such. SunDoc can supply you one if you wish, see our Ohio Corporate Kit page.

Registered Agent

As a new corporation in the state of Ohio, you will be required to have what is called a registered agent. This individual or company needs to be regularly available at a reliable address and during regular business hours. The reason for this is that the state may choose to contact you (the registered agent) for legal questions or other communications.

To make things easier and help you outsource your company routine, consider using the registered agent service provided by SunDoc. For additional information, check out our article: What is a Registered Agent? Why Do I Need One?

Name Search

When you file, it’s only possible to choose a name that is available with the Secretary of State of Ohio, according to their records. If your desired name is not available, be prepared for your filing to be rejected. It is also important to remember that there are statutory requirements in place for choosing a name. For instance, your name cannot resemble another corporate name so closely that it leads to deception or misleads the public in any shape or form.

Both to comply with the law, and of course for your own best branding, you should spend some effort developing your company name. You can run your own name searches with the State of Ohio, or SunDoc can perform your name availability check or reserve your corporation name for you.

EIN

You can apply for your EIN by submitting Form SS4 to the IRS, at no charge. SunDoc can apply for this on your behalf also. See our EIN page.

Next Steps

Forming a C Corporation or an S Corporation? We recommend reading our SunDoc article on C Corporation vs. S Corporation. This article provides general information on the differences between the two corporate tax structures.

To talk to a live voice for immediate assistance call us toll-free during business hours at 1-888-595-2747.