Formation Steps
File online through Ohio Business Central or mail Form 610. Timeline:
Check SOS business search. Reserve optional name (Form 534A, $39) if you need a 180-day hold.
Designate an Ohio resident or business at an Ohio street address. Obtain written acceptance using Form 533A (or the built-in acceptance on Form 610).
Complete Form 610: LLC name, agent, effective date, series clause (if needed), organizer info. Base fee $99; choose expedite ($100/ $200) if timing matters.
Sign OA at or shortly after filing. Ohio recognizes written, oral, or implied OAs, but create a written document covering management, capital, transfers, and series governance.
Apply for EIN, register with Ohio Dept. of Taxation (commercial activity tax, sales/use, employer withholding), and check municipal net profit tax registration.
Open dedicated bank accounts, document capital contributions, set reminders for CAT thresholds, municipal taxes, and agent changes.
Articles of Organization (Form 610)
Ohio’s Articles are short, but accuracy matters.
Required fields
- Entity name with LLC designator.
- Effective date/time (optional). Default = filing date; may delay up to 90 days.
- Statutory agent name and street address, plus signed acceptance.
- Series statement if you plan to form protected series.
- Organizer signature and contact info for filing confirmation.
Practical notes
Series clause
Include language such as “This company may establish one or more series with limited liability as provided in ORC 1706.761.” You can amend later (Form 611) but best to include upfront.
Processing
Standard processing: ~3–5 business days online. Expedited options: 2-business-day ($100), 1-business-day ($200). Paper expedite requires walk-in or courier.
Existence
LLC exists upon filing acceptance or stated effective date/time. Use this to align closing checklists or investor funding triggers.
Operating Agreement Essentials
ORC 1706.08 emphasizes OA primacy. Draft with intention:
Management & authority
Define member-managed vs manager-managed, major decision thresholds, authority to bind the company, and delegate rights (e.g., CFO authority, signature blocks).
Capital & distributions
Set initial capital accounts, commitment to future funding, default interest on late contributions, and distribution waterfalls (pro rata, preferred, catch-up).
Transfers & exits
Include buy-sell triggers (death, disability, bankruptcy), right of first refusal, drag/tag rights, and expulsion remedies. For series LLCs, allocate profits/losses per series.
Default vs custom: Without an OA, Ohio defaults can leave ambiguity on fiduciary duties, distributions, and dissolution triggers. A bespoke OA gives investors and lenders certainty.
Series LLCs for Asset Segregation
Ohio permits protected series (ORC 1706.761). Each series can own property, incur debt, and sue/be sued. Liability of a series is limited to its own assets if you meet statutory requirements:
- Articles include the series statement.
- Operating agreement states the liability shield.
- Records account separately for each series’ assets.
Series may have separate members or managers and can be dissolved independently. Use cases include real estate portfolios and equipment fleets. Outside Ohio, recognition varies—courts and lenders may treat series as divisions, so plan for opinions or supplemental guarantees when financing multi-state assets.
Practice tip: Title insurers often prefer either individual LLCs per property or documented series resolutions plus UCC filings naming the specific series. Keep books pristine to avoid veil challenges.
Naming Rules & Statutory Agents
Name standards
- Contain “limited liability company,” “LLC,” “L.L.C.,” “limited,” or “ltd.”
- Be distinguishable from existing entity/trade names and reserved names.
- Avoid implying banking, insurance, or professional licensure without approvals.
- Foreign words permitted if translated meaning is disclosed.
Statutory agent
- Individual Ohio resident or entity with Ohio business address.
- Agent acceptance must accompany filings (built into Form 610 or separate Form 533A).
- Change agent via Form 521 ($25). Keep address current—failure may trigger cancellation.
Assumed names: File Form 534A ($39) for trade names or fictitious names used in marketing. Ohio ties assumed names to specific owners, so update when adding subsidiary LLCs.
Ohio Tax Overlay
Ohio has no traditional state corporate income tax. Instead, plan for:
| Tax | Who pays | Details |
|---|---|---|
| Commercial Activity Tax (CAT) | LLCs and corporations with >$6M Ohio gross receipts | 0.26% on receipts above $6M (from 2025 on). First $6M exempt. File CAT-1040 annually/quarterly. |
| Ohio personal income tax | Members in pass-through LLCs | Report business income on IT 1040/IT BUS. Consider the Business Income Deduction and 3% flat rate on business income. |
| Pass-Through Entity Tax (PTE) | Electing LLCs/S-corps | Entity-level tax (IT 4738) at individual rates to bypass SALT cap. Shareholders claim credit. |
| Municipal net profits tax | Businesses operating in taxing cities | Many cities (Columbus, Cincinnati, Cleveland) tax business net profits. Register with each municipality or use Ohio’s centralized filing program. |
Worked example: A service LLC with $4M Ohio receipts pays no CAT. If receipts jump to $7M, CAT applies to $1M (0.26% = $2,600). Owners still pay Ohio income tax on profits, but can elect PTE tax to convert to entity-level payments and claim credits on personal returns.
Maintenance & Changes
Ohio LLCs avoid annual SOS reports, but you still need to update filings when things change:
- Name or series amendment: Form 611, $50.
- Certificate of correction: Form 612, $50.
- Statement of authority/denial: Forms 613–615, $50 each.
- Dissolution: Form 616, $50 (after clearing taxes).
- Reinstatement after cancellation: Form 525A, $25 plus catch-up filings.
- Statutory agent update: Form 521, $25.
No annual report ≠ no compliance: Banks and investors will still ask for updated operating agreements, membership ledgers, and municipal/CAT filings. Use the absence of annual report fees as a selling point, but keep records current.
Foreign LLCs Registering in Ohio
LLCs formed elsewhere must register before “transacting business” (ORC 1706.51). Steps:
- File Registration of a Foreign LLC (Form 617) with $99 fee.
- Provide Certificate of Good Standing from home state (< 90 days old).
- Appoint an Ohio statutory agent.
- Maintain separate records for series (if a series LLC) and comply with Ohio CAT/municipal taxes.
Common triggers: Employees in Ohio, leasing office/warehouse space, inventory in-state, or significant service projects. Late registration can bring penalties and bar lawsuits until cured.
CTA / BOI Update
FinCEN’s March 2025 interim final rule limits CTA reporting to foreign entities registered in U.S. states/tribes. Domestic Ohio LLCs formed with the SOS are no longer “reporting companies.” Translation: if you form in Ohio and stay domestic, you have no BOI filing requirement. Foreign LLCs registered in Ohio still file BOI within 30 days of registration (starting 2025 timeline).
I include CTA screening in every engagement to confirm whether you’re domestic-only or need BOI filings for a Delaware/Wyoming LLC registered in Ohio.
How I Help
- Entity choice consults (Ohio LLC vs S-corp vs Delaware holdco) with CAT/PTE modeling.
- Drafting and negotiating operating agreements, series governance docs, and professional LLC compliance plans.
- Series LLC implementation for real estate portfolios, including recordkeeping frameworks.
- Foreign qualification packages and cleanup for entities that skipped Ohio registration.
- Agent updates, reinstatements, conversions, and dissolutions.
- Tax coordination: CAT triggers, municipal filings, PTE elections, and CPA-ready workpapers.
Ready to map your Ohio LLC? Drop this page into your project tracker or schedule a consult so we can align filings, timelines, and deal documents.