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Ohio Corporation & LLC Filing Requirements

The following is provided for informational purposes only and should not replace the advice of professional counsel. Although we make every effort to keep the information presented here up to date, states continuously change their policies, forms, fees, and information. Because of this, we make no guarantees as to the accuracy of the information presented in this current revision. Please report any problems you may encounter with moved or broken links on this page by clicking here. (Make sure to include the state and the defective link names in your e-mail.) Last update: July 8, 2010

 

General Info

Agencies

If you have further questions regarding business filings or fees, need additional filing forms, or want to contact your state's business division, here is the agency's contact information.

 

Ohio Secretary of State
180 E. Broad Street
Columbus, OH 43215

(614) 466-2655
1-877-767-6446

http://www.sos.state.oh.us/

 

If you have further questions regarding business taxes, need additional tax forms, or want to communicate with your state's tax division, here is the agency's contact information.

 

Tax Commissioner's Office
30 E. Broad Street, 22nd Floor
Columbus, Ohio 43215

(614) 466-2166

(888) 405-4039
FAX: 614-466-6401

E-mail: https://www-01.tax.state.oh.us/PROD/TaxMailWeb/global_emailus.html

http://tax.ohio.gov/

Ohio State Statutes

To research the State Statutes for Ohio Corporations, LLCs and Partnerships, click here.

 

Licensing

 

Business Licenses

Contact your state or local agencies regarding licensing issues.

 

Initial Filing Requirements

 

Filing Times

Filing time is the estimate of total turnaround time from the date it is submitted from SmallBiZ.com to the date it is received back from the state.

Expedited Filing 

2 to 3 days (plus mailing time using US Priority Mail)

Standard Filing

3 to 5 days (plus mailing time using standard US Mail)

   Have SmallBiZ.com form your entity now!

  

 Choosing a Name

  • The name of the corporation must end with or include  "Company," "Co.,"  "Corporation," "Incorporated," or "Inc."

  • The name of the Limited Liability Company must end with or include  "limited liability company," "LLC," or "L.L.C."

  • Your proposed name will not be available for registration if it indicates or implies that it is connected with a government agency of the state of Ohio, another state or the United States.

  • A name is not considered distinguishable from another name if it only differs in one or more of the following ways:

1.    The use of the word corporation, company, incorporated, limited or any   abbreviation of those words.

2.    The use of any articles, conjunctions, contraction, abbreviation, or punctuation.

3.    The use of a different tense or number of the same word.

4.    Phonetic spellings (i.e, Quick vs. Kwik)

5.    Use of prepositions (i.e. Galaxy of Homes vs. Galaxy Homes)

6.    Use of the same letter or initial (i.e. A. Cable vs. AA Cable)

7.    Use of a possessive (i.e. Doyle Motors vs. Doyles Motors)

  • The Secretary of State notes: Authorization of formation under a particular name is not authorization from the SOS to use a particular name. Formation under a particular name means that the name is available for registration pursuant to the name availability standards listed above.

Publishing

There is currently no publishing requirement in the state of Ohio.

 

Corporations 

 

Filing Fees

Filing of Articles - $125*

Expedited Filings - $100 additional

* Filing fees are for authorization of 1500 shares of stock or less. Fees are higher for more than 1500 shares

 

Corporate Records (The following are required to be kept in your corporate records)

  • Articles of incorporation and all amendments;

  • Current bylaws;

  • Minutes of shareholders' meetings;

  • Records of shareholders' actions taken without a meeting;

  • Written communications to shareholders within past three years;

  • List of names and business addresses of current directors and officers;

  • Most recent annual report;

  • Any agreements among shareholders.

Annual Filing Requirements

 

Biennial Report

Fee:

A filing fee of $25 will be charged ONLY for the professional corporation biennial report or the non-profit corporation statement of continued existence. A standard for profit corporation does not need to file a biennial report.

 

Forms:

Form 520 Biennial Report - Professional Corporation Biennial Report

Form 522 - Statement of Continued Existence for Non-profits

 

Due Dates:

 

The Professional Corporation Biennial Report must be filed between July 1-30 in each even-numbered year.

 

Non-profit organizations are required to file a Statement of Continued Existence every five years in the month of incorporation.

 

Corporation Tax Returns

Tax:

The tax rate is the greater of $50, or 5.1% of the first $50,000 of the value of a taxpayer's outstanding shares of stock determined according to net income plus 8.5% of the value over $50,000; or 0.004 times the value of the taxable value of the corporation with a maximum of $150,000.

 

NOTE: You are no longer required to file Ohio form FT 1120S for 2010. Do not use prior year forms to attempt to file this return.

 

Forms:

Form FT-1120 - 2010 Corporation Franchise Tax Report (instructions)

Form FT-1120E - 2010 Estimated Franchise Tax Payment

Form FT-1120S - 2010 S Corporation Not Filed

Tax Form List - Current Tax Forms (1993-2009 also available)

 

Due Date:

 

The filing and payment of Franchise Tax is due between January 1st and March 31st. However, if by January 31st, the taxpayer did not file the report and make full payment of the tax, then by January 31st, the taxpayer must file form FT 1120E, Declaration of Estimated Corporation Franchise Tax, and must pay one-third of the estimated tax, but not less than the minimum fee.

 

S Corporation Franchise Tax Reports are due by June 30th.

 

 

Limited Liability Company

 

Filing Fees

Filing of Articles - $125

Expedited Filings - $100 additional

 

Company Records - LLC's do not have any requirements to maintain company records which are different from sole proprietorships. However, it is recommend that you at least have an operating agreement.

 

Other Requirements:

LLCs must have at least one Member.

 

Annual Filing Requirements

  

Biennial Report

Fee:

The biennial report fee is $25 and is ONLY filed by LLCs considering themselves Partnerships.

 

Forms:

Form 520 Biennial Report - Biennial Report for LLCs filing as Partnerships

 

Due Date:

ONLY if the LLC is treating itself as a Partnership, a biennial report must be filed between July 1-30 in each odd-numbered year.

 

LLC Tax Returns

Tax:

The minimum franchise tax fee is $50.

 

Forms:

Form FT-1120 - 2010 Corporation Franchise Tax Report (instructions)
Form FT-1120E - 2010 Estimated Franchise Tax Payment

Form IT 1140 - 2009 Pass-Through Entity & Trust Withholding Tax (instructions)

Tax Form List - Current Tax Forms (1993-2009 also available)

 

Due Dates:

The filing and payment of Corporate Franchise Tax is due between January 1st and March 31st. However, if by January 31st, the taxpayer did not file the report and make full payment of the tax, then by January 31st, the taxpayer must file form FT 1120E, Declaration of Estimated Corporation Franchise Tax, and must pay one-third of the estimated tax, but not less than the minimum fee. 

 

Pass-Through Entity Tax Return is due by the 15th day of the 4th month following the close of the tax year, or April 15th for calendar year filing.

 

State Franchise Taxes  

Ohio Department of Taxation excludes LLCs from paying Franchise taxes as long as they are taxed as a partnership or sole proprietorship. If your LLC is taxed as a corporation for federal tax purposes, then see State Franchise Taxes for Corporations (above).