Form an LLC in Ohio

What is different about forming an LLC in Ohio

Ohio's formation filing asks for very little. Section 1706.16(A) requires the articles of organization to state only the company's name, the name and street address of the statutory agent with the agent's signed written acceptance, and, where the company will use series, the statement described in section 1706.761(B)(3). No principal office address, no member names and no manager names belong on the filing, and 1706.16(C) provides that the filing "is notice of the matters required to be included by divisions (A)(1) to (3) of this section, but is not notice of any other fact." Section 111.241(A) bars the secretary of state from accepting a document that includes an individual's social security number or federal tax identification number.

After that, the Secretary of State asks for no periodic filing at all: Chapter 1706, the Ohio Revised Limited Liability Company Act, creates no annual, biennial or periodic report for an LLC. What continues is the statutory agent, and letting that lapse cancels the articles.

Filing the articles of organization

An Ohio LLC is formed when one or more persons execute articles of organization and deliver them to the secretary of state for filing, signed by at least one person (1706.16(A), 1706.17(A)(1)). It exists when the articles are filed, or at a later date stated in them, no more than 90 days after the secretary of state receives the record (1706.16(B), 1706.172(D)).

The state form is Form 610, "Articles of Organization for a Domestic Limited Liability Company," revised 09/2025, and online filings go through Ohio Business Central at OhioBusinessCentral.gov. The fee is $99, set by section 111.16(F), which prices no LLC filing by method, so online, mailed and counter filings cost the same.

Processing and expedite service

Form 610 publishes one standard figure: regular service, no expedite fee, 3 to 7 business days. Section 111.23(A) directs the secretary of state to establish an expedited filing service by rule, and the form prices three tiers on top of the filing fee: Expedite Service 1, $100, processed 2 business days after receipt; Expedite Service 2, $200, 1 business day after receipt; and Expedite Service 3, $300, in-person delivery required, 4 hours when documents arrive by 1:00 p.m. and otherwise by noon the following business day. The form warns that "Failure to include the expedite fee or indicate a selection will result in regular service." A preclearance filing costs $50 and is reviewed in 1 to 2 business days.

Regular-service mail goes to P.O. Box 670, Columbus, OH 43216, and expedite-service mail to a different box, P.O. Box 1390, Columbus, OH 43216; the counter is the Client Service Center at 180 Civic Center Drive, Columbus, OH 43215. Form 610 must be typed, and double-sided or illegible forms are rejected.

Naming an Ohio LLC

Section 1706.07(A) permits six endings: "limited liability company" or the abbreviation "L.L.C.," "LLC," "limited," "ltd.," or "ltd". The name must be distinguishable on the secretary of state's records from every other limited liability company, corporation, limited liability partnership and limited partnership, and from any trade name whose exclusive right is registered under Chapter 1329. The secretary of state "shall not accept for filing" articles whose name is not distinguishable (1706.07(B)).

The Secretary of State's Guide to Name Availability explains how the office applies the standard. Punctuation, symbols, abbreviations, articles and conjunctions, entity designations such as Co., Corp. and Inc., and singular, plural or tense variants do not make a name distinguishable; added letters, different word order, spelling variations and a foreign-language word against its English equivalent do. A name containing "bank," "banker," "banking" or "trust" needs prior approval from the Superintendent of Financial Institutions. Where a name is already registered, the other holder's written consent is taken on Form 590, Consent for Use of Similar Name, filed with the business filing at no fee (1706.07(C)).

Names are checked against Business Search at businesssearch.ohiosos.gov. Reserving a name costs $39 (111.16(S)(1)) and carries the exclusive right to use it for 180 days, counting the filing date as the first of the 180 days (1706.07(E)).

Statutory agent

Every Ohio LLC "shall maintain continuously in this state an agent for service of process on the company" (1706.09(A)). The agent is a natural person resident in Ohio, or one of the entity types listed in 1706.09(A)(2) with a business address in Ohio; the statute sets no minimum age for an individual agent. A written appointment signed by an authorized representative and a written acceptance signed by the agent accompany the articles (1706.09(B)(1)).

The filed address is the street and number of an individual agent's primary residence in Ohio, or an entity agent's usual place of business in Ohio (1706.09(C)(1)), which 1706.09(C)(2) defines to exclude "a post office box, regardless of whether that post office box has an associated street address." Form 610 repeats the rule at the field itself, rejecting post office boxes except where a rural route number is given with one, and rejecting commercial mail receiving agency addresses, meaning private mailbox services. The Ohio registered agent guide has more.

When the agent lapses

Failing to maintain an agent, or to file a change of the agent's name or address, brings notice from the secretary of state. Unless the default is cured within 30 days, or any longer period granted, "the articles of the limited liability company ... shall be canceled without further notice or action by the secretary of state" (1706.09(L)). Reinstatement is available by filing within two years of the cancellation for $25 (111.16(Q)), and the cancelled name is reserved for one year (1706.46(A)). Changing the agent or the agent's address costs $25 (111.16(R)(1)) on Form 521.

No annual or biennial report

Chapter 1706 creates no annual, biennial or periodic report for an Ohio LLC, and section 111.16 carries no recurring LLC filing fee. That fee statute prices recurring filings where Ohio has them, $25 for a partnership or professional association biennial report and $25 for a nonprofit corporation's statement of continued existence, and names no LLC filing. The Secretary of State lists regular reporting requirements only for professional associations and limited liability partnerships, nonprofit corporations, and trade names, fictitious names, trademarks and service marks. With no report there is no late amount and no penalty.

Commercial Activity Tax

Ohio's recurring money obligation is the Commercial Activity Tax, an annual privilege tax "levied on each person with taxable gross receipts for the privilege of doing business in this state," which the Department of Taxation applies to LLCs alongside other business structures and which section 5751.02(B) makes a tax on the taxpayer that "shall not be billed or invoiced to another person."

The rate is 2.6 mills per dollar, that is 0.26%, of taxable gross receipts after the calendar year's exclusion amount is subtracted (5751.03), and 5751.01(R) sets that amount at "three million dollars beginning in 2024 and six million dollars beginning in 2025." Information Release CAT 2023-01 records that taxpayers with $3 million or less of taxable gross receipts in 2024 and $6 million or less in 2025 "will not be required to file a return with the Department of Taxation," and that the annual minimum tax is eliminated for tax periods beginning on and after January 1, 2024.

Filing is quarterly only: annual filing ended with the 2023 annual return, and "Only quarterly returns may be filed for tax periods beginning on and after January 1, 2024." A return is due no later than the tenth day of the second month after each calendar quarter ends (5751.051(A)). Registration is due within 30 days after taxable gross receipts first exceed the exclusion amount and costs $20 per person, capped at $200 per consolidated elected or combined taxpayer group; late registration carries $100 for each month or part of a month outstanding, up to $1,000, which the tax commissioner may abate (5751.04).

Other Ohio taxes an LLC touches

Ohio charges an LLC no franchise tax: the Chapter 5733 tax is charged against corporations and applies only to calendar years before 2014 (5733.01(A), (B)).

Taxable business income is taxed at a flat 3% (5747.02(A)(4)(a)) after a business income deduction of $250,000, or $125,000 for each spouse filing separately (5747.01(A)(28)). For taxable years beginning in 2026, nonbusiness income of $26,050 or less is untaxed, and above that the tax is $332.00 plus 2.75% of the excess (5747.02(A)(3)). The Ohio LLC tax guide goes further.

Retail sales carry a state rate of 5.75% (5739.02), and counties and regional transit authorities may add tax in multiples of 0.05% up to 3 percent, so the combined rate cannot exceed 8.75 percent. A vendor's license costs $50 for each fixed place of business, comes from the county auditor of each county where the business has one, and does not transfer between counties (5739.17). That fee rose from $25 to $50 on April 9, 2025 with the passage of HB 366.

Licensing and employer registrations

Ohio licenses by activity rather than through one state registration. The Department of Taxation puts it this way: "Depending on the type of business you are starting, certain licenses and permits will need to be obtained from the State of Ohio and also from the local county or city." A business that will have employees is told to contact the Ohio Bureau of Workers' Compensation and unemployment compensation through the Ohio Department of Job and Family Services.

Operating agreement under Chapter 1706

Ohio defines an operating agreement as "any valid agreement, written or oral, of the members, or any written declaration of the sole member" (1706.01(R)), so a multi-member agreement may be oral while a sole member's must be a written declaration. It is not filed with the state and may be entered into before, at or after the filing of the articles (1706.16(D)). Chapter 1706 governs any matter the agreement leaves open, and duties, including fiduciary duties, "may be expanded or restricted or eliminated by a written operating agreement," although the implied covenant of good faith and fair dealing may not be eliminated (1706.08(A), (B)(1)). General drafting points sit in the operating agreement guide.

EIN

An EIN comes from the IRS, and no Ohio filing described here carries one, because section 111.241(A) bars the secretary of state from accepting a document containing a federal tax identification number. The EIN guide covers the application.

Series and later filings

An operating agreement may establish designated series of assets (1706.76(A)), but the shield making a series' debts "enforceable against the assets of that series only" holds only where the series' records are kept separately, the operating agreement states the limitation, and the articles state that the company may have one or more series subject to it (1706.761). Section 1706.26 provides that failure to observe company formalities "is not a factor to consider in, or a ground for, imposing liability on the members." A certificate of amendment on Form 611 and a certificate of dissolution on Form 616 each cost $50 (111.16(P), (N)(1)); the dissolution guide and foreign LLC guide cover what follows.

Frequently asked questions

How much does it cost to form an LLC in Ohio?

The articles of organization cost $99. Ohio Revised Code section 111.16(F) sets one amount for filing and recording articles of organization of a limited liability company, and the fee statute prices no LLC filing by method, so online, mailed and counter filings cost the same. Expedite service adds $100, $200 or $300.

Does an Ohio LLC file an annual report?

No. Chapter 1706 of the Ohio Revised Code creates no annual, biennial or periodic report for a limited liability company, and section 111.16 carries no recurring LLC filing fee. The Secretary of State lists recurring reports only for professional associations and limited liability partnerships, nonprofit corporations, and name and mark registrations. With no report there is no late fee.

How long does the Ohio Secretary of State take to process articles of organization?

Form 610 publishes regular service at 3 to 7 business days with no expedite fee. Expedite Service 1 is $100 and 2 business days after receipt, Expedite Service 2 is $200 and 1 business day after receipt, and Expedite Service 3 is $300 and 4 hours if the documents are delivered in person by 1:00 p.m.

Can an Ohio statutory agent use a P.O. box?

No. Section 1706.09(C)(2) says a usual place of business does not include a post office box, regardless of whether that post office box has an associated street address. Form 610 also rejects commercial mail receiving agency addresses, and allows a post office box only where a rural route number is given with it.

What must Ohio articles of organization contain?

Section 1706.16(A) requires the company name, the name and street address of the statutory agent with a written acceptance signed by the agent, and, if the company will have series, the statement described in section 1706.761(B)(3). A principal office address, member names and manager names are not required.

When does an Ohio LLC file the Commercial Activity Tax?

A taxpayer whose taxable gross receipts pass the exclusion amount, six million dollars beginning in 2025, registers within 30 days of crossing it and files quarterly, no later than the tenth day of the second month after each calendar quarter ends. Taxpayers at or below the exclusion are not required to file a return.