Corporate Entity Types at a Glance
Ohio allows corporations to exist for any lawful purpose, including “beneficial purposes.” Use this menu to orient your filings.
| Entity | Statute | Use cases | Notes |
|---|---|---|---|
| For-profit C-corp | ORC 1701 | Manufacturing, tech startups, holding companies, anything needing equity capitalization. | Default structure. No annual report. Subject to CAT and municipal taxes. |
| S-corp | ORC 1701 + IRS/Ohio elections | Owner-operated businesses balancing payroll tax savings with corporate governance. | Still a 1701 corporation; elect pass-through tax treatment. Pays CAT and PTE (if elected). |
| Professional association / corporation | ORC 1785 | Law, medicine, engineering, architecture & other licensed professions. | Ownership limited to licensees; biennial reports due July 1 even-numbered years. |
| Beneficial purpose corporation | ORC 1701.03 | Companies wanting to memorialize ESG/impact missions. | Purpose language in articles; can still pay dividends and operate for profit. |
| Nonprofit corporation | ORC 1702 | Charities, trade associations, churches (covered in separate guide). | Different article form (532B) and regulatory overlay. |
| Foreign corporation licensed in Ohio | ORC 1703 | Delaware/Wyoming corps expanding into Ohio. | File Form 530A + $99, appoint agent, pay CAT/municipal taxes. |
Authority snapshot: ORC 1701 (General Corporation Law), ORC 1785 (professional associations), ORC 1703 (foreign), ORC 111.16 (fees), Ohio Business Central.
Beneficial Purpose Corporations
Instead of adopting a separate benefit corporation statute, Ohio lets you embed a “beneficial purpose” directly into your Articles (ORC 1701.03(C)). You can add language such as:
“The purpose of the corporation includes creating a material positive impact on the community and the environment, alongside conventional business purposes.”
Key points:
- A beneficial purpose does not subordinate profit unless the Articles say so.
- Some public companies cannot later add a beneficial purpose without meeting securities law safeguards.
- Boards should adjust fiduciary duty language in bylaws/shareholder agreements so investors understand how “beneficial” outcomes are measured.
Practice tip: Pair beneficial purpose language with annual impact reporting or KPI dashboards. While not mandatory, it reassures investors and keeps messaging aligned with Delaware-style PBC expectations.
Articles of Incorporation (Form 532A)
ORC 1701.04 lists mandatory content. Form 532A matches the statute.
Name & principal office
Include “Company,” “Corporation,” “Incorporated,” “Limited,” or abbreviations. List the city and county of the Ohio principal office (even if corporate HQ is elsewhere).
Authorized shares
State the number of authorized shares per class, par value, and rights/preferences. You may authorize no-par shares. Fee schedule scales with share count.
Purpose & duration
Default “any lawful purpose.” Add beneficial purpose or professional limitations here. Corporations are perpetual unless you specify a term.
Initial directors / regulations
You may list initial directors and include provisions normally reserved for regulations/bylaws (e.g., indemnification, cumulative voting opt-out, supermajority voting).
Attach the statutory agent appointment (Form 533A) or use the built-in section. Include contact email for filing evidence.
Fees & Share-Based Charges
Ohio’s base incorporation fee is $99, but if you authorize shares you pay a per-share tax under ORC 111.16. Simplified table:
| Authorized shares | Incremental fee |
|---|---|
| First 1,000 | $0.10 per share |
| Next 9,000 (1,001–10,000) | $0.05 per share |
| Next 40,000 | $0.02 per share |
| Next 50,000 | $0.01 per share |
| Next 400,000 | $0.005 per share |
| Over 500,000 | $0.0025 per share |
Minimum total = $99; maximum = $100,000. Most startups stick to 10,000–20,000 no-par shares to keep fees modest while allowing future splits. Amendments that increase shares trigger the same fee schedule on the increase.
Formation Timeline
Search SOS records. Reserve for 180 days (Form 534A, $39) if needed.
Complete Form 532A + share schedule. Include agent acceptance, purpose clauses, and any beneficial purpose language.
Submit via Ohio Business Central or mail. Base $99 plus share fees. Choose expedite $100 / $200 for faster processing.
Adopt regulations/bylaws, elect directors/officers, authorize share issuances, approve banking resolutions, and adopt equity incentive plans if needed.
Obtain EIN, register for CAT, sales/use, employer withholding, and municipal net profits taxes. Consider IT 1140/IT 4708 filings for withholding on nonresident owners.
Issue stock certificates/cap table entries, collect consideration, prepare shareholder agreements, and calendar board/shareholder meetings.
Professional & Nonprofit Variants
Professional associations (ORC 1785)
Lawyers, physicians, engineers, accountants, and similar licensed professionals may form PCs/PAs. Ownership and directorship limited to licensees, with certain estate planning exceptions. Biennial report due July 1 of even-numbered years.
Gov. Bar R. III
Law firms must register with the Supreme Court, file annual certificates, and maintain malpractice insurance or disclosures. Entities can be PCs, LLCs, or foreign entities licensed under 1703.
Nonprofits
Use Form 532B, ORC 1702. Different governance rules (no shares, members/ trustees). Keep this page focused on for-profits but cross-link to nonprofit resources.
Professional ownership transfers: Include compulsory buy-back clauses if a shareholder loses their license or dies. Boards can authorize redemption at formula value to keep ownership compliant.
S-Corporations & Tax Strategy
Elect S status within 75 days of incorporation (IRS Form 2553) and notify Ohio via IT 4738/PTE election if using SALT workaround.
| Topic | C-Corp | S-Corp |
|---|---|---|
| Federal income tax | Subject to corporate tax; shareholders taxed on dividends. | Pass-through to shareholders; salaries subject to payroll tax. |
| Ohio CAT | Applies once receipts exceed $6M. | Same CAT threshold applies. |
| Ohio PTE election | N/A | Available; entity pays tax and issues credits. |
| Equity flexibility | Multiple classes, preferred stock, option pools. | Single class requirement restricts preferred stock. |
LLC vs S-corp: Ohio LLCs can elect S status too. Compare payroll tax savings against corporate formalities, share limits, and CAT exposure. I often map both scenarios for founders before we file.
Governance & Regulations
- Regulations vs bylaws: Ohio uses “regulations” instead of “bylaws.” Adopt at the organizational meeting; they function similarly (board procedures, officer roles, meeting notices, indemnification).
- Cumulative voting: Default is cumulative voting unless articles/regulations eliminate it. Include opt-out language if investors require straight voting.
- Close corporations: Shareholder agreements can limit board authority (ORC 1701.591). Document restrictions conspicuously on certificates.
- Indemnification: ORC 1701.13(E) allows broad indemnification; capture it in articles/regulations and reinforce with D&O insurance.
Foreign Corporations Licensing in Ohio
Before transacting business, foreign corporations must file Form 530A with $99 fee, attach Certificates of Good Standing (≤90 days old), and appoint an Ohio agent.
Triggers: Owning/operating offices, warehouses, inventory, or construction projects; employing Ohio staff; or entering long-term contracts performed in Ohio. Penalties include fines and inability to sue in Ohio courts until registration is cured.
Maintenance Filings & Agent Changes
- No annual report for standard corporations.
- Professional associations: biennial report due July 1 of even-numbered years.
- Statutory agent change: Form 521 ($25).
- Certificate of amendment: Form 540 ($50 + share fee if increasing shares).
- Dissolution: Form 561 ($50) after tax clearances.
- Reinstatement (after cancellation) & agent appointment: Form 525A ($25).
No annual report advantage: Use the savings to keep governance clean—prepare annual shareholder consents, refresh minute books, and confirm municipal net profits filings.
Ohio Tax Overview
Regardless of form, Ohio corporations navigate:
| Tax | Applies to | Key points |
|---|---|---|
| Commercial Activity Tax (CAT) | C & S corps with >$6M Ohio receipts | 0.26% on receipts above threshold. Quarterly returns if >$1M. |
| Municipal net profits tax | Corporations with nexus in municipal taxing jurisdictions | File locally or via Ohio centralized filing. Rates vary (~2%). |
| Withholding & school district taxes | Employers | Register for employer withholding, unemployment, and applicable school district taxes. |
| PTE tax (IT 4738) | S-corps electing entity-level tax | Pays at individual rates; owners claim credit to manage SALT cap. |
Ohio’s lack of traditional corporate income tax is attractive, but CAT and municipal taxes can surprise high-revenue or multi-city businesses. Build forecasts before finalizing share issuances or entity choice.
CTA / BOI Update
FinCEN’s March 2025 rule narrowed CTA reporting to foreign entities registered to do business in a U.S. jurisdiction. Domestic Ohio corporations formed under ORC 1701 are no longer “reporting companies,” so they owe no BOI filing. Foreign corporations licensed in Ohio remain reporting companies and must file BOI within 30 days of licensing (starting 2025 timeline). Keep documentation anyway—FinCEN could revisit the rule.
How I Help
- Entity choice analyses (Ohio LLC vs Ohio corporation vs Delaware flip) with CAT/PTE modeling.
- Form 532A drafting, share/fee calculations, beneficial purpose language, and professional association approvals.
- Regulations/bylaws, shareholder agreements, close corporation arrangements, and buy-sell planning.
- Foreign qualification, reinstatement, dissolution, and agent change packages.
- Tax coordination with CPAs on CAT, municipal net profits, PTE elections, and payroll setup.
- CTA diagnostics for foreign entities registering in Ohio.
Drop this into your workspace or schedule a consult to map filings, governance, and tax strategy before you press “file.”