Why Start an OH Corporation?
The Ohio Department of Development offers a wide range of business grants, loans and tax credits, providing businesses in Ohio with a competitive edge. Your corporation may be able to take advantage of these incentives, provided it meets qualifying criteria.
For example, the Collateral Enhancement Program (CEP) is designed to enable financing that might otherwise be unavailable because of a collateral shortfall. The program supplies pledged cash collateral deposit accounts to lending institutions to enhance collateral coverage of individual small business loans.
For most entrepreneurs looking to establish a larger business, an OH incorporation may be the best choice. As a corporation, your business is able to buy and trade stock, and when it comes to excess profits, corporations offer more flexibility than a limited liability company (LLC). A corporation is allowed to pass income and losses to its shareholders, who report taxes on an individual tax return at ordinary levels.
Is an LLC Better Than a Corporation?
It all depends on what you want for your business. For smaller businesses, limited liability companies are usually a better option. An LLC is easier to set up and receives many of the same benefits as corporations, but with less regulation.
Learn more about forming an Ohio LLC so you can decide which business entity is right for you.
Benefits of Forming an Ohio C Corporation
- The strongest form of liability protection possible by insulating your personal assets and finances from business debts, obligations, damages, bankruptcy or other liabilities
- Several options to create, buy, sell or transfer stock, including publicly
- The ability to issue more than one class of stock
- The ability to raise more funds by issuing more stock
- The ability to sell stock to investors inside and outside the U.S.
Benefits of Forming an Ohio S Corporation
It offers several advantages similar to those provided by a C Corp including, but not limited to:
- Options for creating, transferring and selling stock, though not as many as a C Corp
- The capacity for up to 100 shareholders
- Simpler rules than those applicable to C Corporations
- Easy transfer of ownership simply by selling your stock
- The possibility of saving money by allowing you to pay less self-employment tax
In this guide, you’ll find information on naming your corporation, getting a Statutory Agent, the fees you’ll need to pay, business taxes and much more. We also cover what you'll need to register your corporation and how you'll interact with the Secretary of State in Ohio.
Start a Business in Ohio Checklist
To help you along the way, use our Starting a Business checklist to keep track of everything you need to do to get your business up and running.
How to Form an OH Corporation Yourself in 6 Steps
Step 1 - Choose a Unique Business Name and Complete a State Business Search
Step 2 - Provide an Official Address for Your Corporation
Step 3 - Assign a Statutory Agent
Step 4 - File Your Articles of Incorporation with the Ohio Secretary of State
Step 5 - Get an Employer Identification Number (EIN) from the Internal Revenue Service
Step 6 - Write Your Regulations
1
Choose a Unique Business Name and Complete a State Business Search
Every Ohio business must have a distinct name that hasn't already been claimed by another business in the state. If you’re having trouble thinking of a name, try using our Business Name Generator to gather ideas. You'll need to follow a few naming rules, which you can read about in detail on the Ohio Corporation Names page.
Once you’ve chosen a name, you’ll need to make sure it’s available in Ohio. To see whether another company in the state is using your desired business name, use our tool to do an Ohio entity search.
You can also use the Secretary of State's entity search resource on their website to search for availability.
2
Provide an Official Address for Your Corporation
All Ohio corporations must have a designated address. It could be your residence address (if you’re running the company from your home), a building where your office is located or any physical address of your choice. The address can be outside the state of Ohio and can be a P.O. Box.
You may also be able to use a virtual mailbox for your business address. Incfile can provide you with a Ohio virtual mailbox where we'll receive any documents, scan it and upload it online for your review. This can be especially helpful if you run a home-based business and don't want your home address published as part of your business public record.
3
Assign a Statutory Agent
Someone who receives official correspondence and is responsible for filing documents with the Ohio Secretary of State is known as a Statutory Agent. Every Ohio corporation is required to have a Statutory Agent.
You can fill this position yourself, assign another manager in your business or use a Statutory Agent service. If your Statutory Agent in Ohio is a person, they must have a physical street address in Ohio and must be available during business hours to receive important documents on behalf of your corporation. You'll appoint your Statutory Agent when you file your Articles of Incorporation with the Secretary of State and formally create your business.
All of Incfile’s business formation packages include Statutory Agent service. It’s free for the first year and just $119 per year after that. You can also access a digital dashboard to view any document we've received on your behalf.
4
File Your Articles of Incorporation with the Ohio Secretary of State
Once you've gathered all the pertinent information for your corporation, you’ll need to file your Articles of Incorporation with the Secretary of State. This will officially create your business.
Here’s what is typically included:
- Your business name
- The corporation's principal address
- The corporation’s capital structure (number of shares to be issued)
- Your corporation's purpose
- Statutory Agent's name and address
- Acceptance of appointment by Statutory Agent
- Incorporator's name(s) and signatures
Your Articles of Incorporation can be filed online via the state's digital portal. You can also mail the form to the Office of the Secretary of State, file in person or Incfile can file it on your behalf. The OH Corporation filing fee is $99.
File by Mail
Regular Filing
P.O. Box 670
Columbus, OH 43216
Expedite Filing*
P.O. Box 1390
Columbus, OH 43216
*requires an additional $100
File in Person
Walk-in Client Service Center
22 North Fourth Street
Enter from Fourth Street ONLYColumbus, Ohio 43215
You only need to file your Articles of Incorporation in Ohio once and you're done. Unlike most states, Ohio does not require an annual or other periodic report to be submitted. However, they do require (as stated in the General Corporation Law § 1701.38 that an internal annual report be shared amongst the shareholders at the annual meeting.
What are the fees and requirements to incorporate in Ohio?
| State Fee | State Filing Time | Expedited Filing Time |
| $125 | 4 Weeks | 2 Business Days * |
| State Fee | $125 | |
| State Filing Time | 4 Weeks | |
| Expedited Filing Time | 2 Business Days * |
** 2 Days ($100), 1 Day ($200 - Only available for in-person drop-off),
4 Hours** ($300 - Only available for in-person drop-off);
**if received by 1:00pm
Annual Report
Frequency
Ohio corporations are currently not required to file annual reports.
5
Get an Employer Identification Number (EIN) from the Internal Revenue Service
You'll need an EIN to identify your business to the IRS. You use this number for filing and paying taxes, submitting payroll information and payments for your employees and opening a business bank account. You can obtain one directly from the IRS, or Incfile can get one for you as part of the OH corporation creation process.
6
Write Regulations
Bylaws (or regulations) are a set of rules that govern how a corporation will be run, and detail how many directors the corporation will have, whether the board of directors will have annual meetings and what the voting requirements will be, among other things.
While other states legally require companies to create bylaws, the Ohio General Corporation Law speaks of 'regulations'. You aren't required to file your regulations with the Secretary of State, but you should keep them with your other business records.
It's always a good idea to write and follow bylaws to protect your business from any future changes and events.
Types of OH Corporations
C Corporation
When you file to start a corporation, by default, it's a C Corp. This is the choice for large businesses that will trade shares in the stock market.
A Ohio C Corporation will offer you several liability protections, but it will also be required to adhere to numerous strict rules and regulations. It will also likely have a substantial amount of administrative overhead, and won't enjoy as many tax advantages as other corporation types.
Learn more about C Corporations.
S Corporation
Technically, an S Corporation isn't a business entity the way LLCs and C Corporations are. It's a tax filing status. An LLC or a C Corporation can be an S Corporation. It's just a matter of filing a form with the IRS.
The main reason to file as an S Corp is to save money on self-employment taxes. To get an idea of how much money you might save, use our S Corp Tax Calculator.
If you want your Ohio C Corporation to be treated as a Ohio S Corporation, file the IRS Election by a Small Business Corporation form, also known as Form 2553 or an S Corp Election form.
Consult with your accountant or tax advisor to determine whether this is your best option.
Learn more about S Corporations.
Compare S Corp vs. C Corp to learn the benefits and drawbacks of both, and decide which one will best suit your needs.
Professional Corporation
Some states, including Ohio, allow certain occupations to form Professional Corporations. Ohio General Corporation Law Title 17, Chapter 1701, § 1701.03 states that:
"... a corporation may be formed under this chapter for the purpose of carrying on the practice of any profession"
The General Corporation Law Title 17, Chapter 1701, § 1701.03 also specifies a few of the professions permitted to form a Professional Corporation in Ohio, which include, but may not be limited to:
- Public Attorneys
- Architects
- Engineers
- Surveyors
- Chiropractors
- Acupuncturists
- Optometrists
- Pharmacists
- Public Accountants
Check with the Secretary of State to confirm whether your business should and can be a Professional Corporation.
Close Corporation
Put simply, a Close Corporation is one that has a limited number of shareholders, and isn't publicly traded.
Usually, Close Corporations are exempt from corporate requirements, such as having a board of directors and holding annual meetings. Per Ohio General Corporation Law Title 17, Chapter 1701, § 1701.591, a Wisconsin Close Corporation dispense of the annual meeting, unless a shareholder requests via written word that a meeting be held. The request must be submitted within thirty days after the end of the most recent fiscal year of the corporation.
This entity is often chosen by family-owned businesses to prevent non-family members from establishing or claiming any ownership of the company.
Foreign Corporation
If your business operates in another state and you want to expand into Ohio — or vice versa — you’ll need to form a Foreign Corporation.
Learn more about Ohio Foreign Corporation registration.
Nonprofit Corporation
Charitable organizations can incorporate as nonprofit corporations. This means all the profits they generate are donated to the organization supported by the charity, minus administrative costs.
A nonprofit corporation is also exempt from federal and state taxes, allowing more of the profit to benefit the charity.
Note: Everything in this guide applies to for-profit corporations, and mostly to C Corps and S Corps. Items listed as requirements for forming a corporation may or may not also apply to nonprofits.
Limited Liability Company
Depending on the kind of business you want to start, or your personal circumstances and goals, an LLC may be a better option. For example, you may only want to build a small business that you yourself will run with just a few employees and you may not need the options to buy and sell stock.
An Ohio LLC is usually a better option for a smaller business. It's easier to set up, but it still offers you certain advantages you'd get from a corporation. You can even have your LLC treated as an S Corporation for tax purposes to save you money.
Regardless of which direction you decide to go, we can help you with your Ohio business registration. Learn more about limited liability companies.
Sole Proprietorship or Partnership
These are the simplest types of businesses to set up. That's because there's no real setup to do. If you don't choose to form a separate business entity, by default, you'll have either a sole proprietorship (just you) or a partnership (you and one or more other people).
Neither of these options provide you with any special benefits or liability protections and can leave your personal assets vulnerable. For these reasons, we don't recommend them.
Compare business entity types to decide which one is best for you.
Helpful Resources from the State of Ohio
More Information in This Guide
You’ll find plenty more insight and guidance on the other pages of this guide, including:
How to search the state business registry and find the right name. Includes information on naming rules, trade names, reserving names for OH corporations and more.
How to appoint, change and search for Statutory Agents. Also includes the duties they fulfill and the rules they’re required to follow.
Details the various fees you’ll need to pay and the state and federal requirements you’ll need to meet. Includes details about Employer Identification Numbers (EINs), state and federal business licenses, annual reports and more.
Covers the various taxes you’ll have to pay to the state and federal governments. Includes details about state taxes such as sales and franchise, and federal taxes such as income and self-employment.
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