--- title: "Ohio Single-Member LLC: Charging Order Protection & Denny v. Breawick 2026 | LLC Attorney" description: "How a single-member LLC works in Ohio in 2026: the 2022 Act's sole-and-exclusive charging order statute, why Denny v. Breawick still means alter-ego risk, no annual report fee, and taxes." canonical: https://llcattorney.com/states/oh/single-member-llc-ohio image: https://llcattorney.com/images/share-cover.png source_path: /states/oh/single-member-llc-ohio --- Key Takeaways - Ohio extends charging-order-as-exclusive-remedy protection to single-member LLCs the same as multi-member LLCs — ORC § 1706.342 - Ohio does not legally require a written operating agreement, but you should have one anyway - Ohio's leading veil-piercing case, Belvedere Condominium Unit Owners' Assn. v. R.E. Roark Cos., Inc., 67 Ohio St.3d 274 (1993), applies a three-part test: control so complete the LLC has no separate mind, that control used to commit a fraud or illegal act, and resulting injury. Crucially, Denny v. Breawick (Ohio Ct. App.) is a real, on-point SMLLC example — a sole member of two LLCs was held personally liable after the court found alter-ego status based on siphoning LLC funds for personal expenses, having no separate bank account, and keeping no corporate records or meeting minutes. Ohio's strong charging-order statute and its alter-ego exposure are two separate protections — a strong statute on one axis doesn't offset sloppy formalities on the other. - Ohio moved to a flat personal income tax effective January 1, 2026, at 2.75% on nonbusiness income over a $26,050 threshold (income below that threshold is untaxed). Ohio's Business Income Deduction (BID) also makes the first $250,000 of qualifying pass-through business income completely tax-free, with income above that taxed at a flat 3% — a genuinely favorable structure for a single-member LLC owner. - Same-day single-member LLC formation and a solo-owner operating agreement available through LLC Attorney, at no markup on state fees A single-member LLC is a common way solo owners in Ohio structure their business, and Ohio's 2022 Revised LLC Act gives it one of the strongest, most explicit charging-order statutes in the country — but a real Ohio case, Denny v. Breawick, is a reminder that strong statutory protection and sound day-to-day practices are two separate things. This guide covers exactly how an Ohio single-member LLC works in 2026 — the sole-and-exclusive charging-order statute, the alter-ego risk shown in Denny v. Breawick, no annual report fee, and how the LLC is taxed at both the federal and state level. YesCharging order exclusivity for SMLLCs NoWritten operating agreement required $0Annual report fee ElevatedAlter-ego / piercing risk ## What Is a Ohio Single-Member LLC? A single-member LLC (SMLLC) is a limited liability company with exactly one owner. It's formed the same way as any other Ohio LLC — same Articles of Organization, same statutory agent requirement — the only difference is ownership structure. By default, the IRS treats a single-member LLC as a "disregarded entity," meaning its income passes through to the owner's personal tax return rather than being taxed at the entity level. ## Does Ohio Protect Single-Member LLCs From Charging Orders? A charging order limits a creditor of an LLC *member* (a personal creditor, not a business creditor) to collecting distributions from that member's interest — rather than letting the creditor seize LLC assets outright or force a sale. Many states extend this protection to multi-member LLCs without question, but treat single-member LLCs differently since there's no other member to protect from an unwanted co-owner. Yes — and recently strengthened. Ohio's Revised LLC Act (ORC Chapter 1706, effective Feb. 11, 2022) provides at § 1706.342 that the charging order is "the sole and exclusive remedy" by which a judgment creditor of a member may satisfy a judgment, and the creditor "shall have no right to foreclose" under this or any other law. This applies uniformly with no single- vs. multi-member distinction, and the 2022 rewrite tightened the language rather than weakening it. ## Do I Need an Operating Agreement for My Ohio SMLLC? No. Ohio permits but does not require a written operating agreement for a standard LLC of any size. Notably, an Ohio series LLC is actually established through the operating agreement itself, which is one reason to have a written one even for a single-member LLC that might use a series structure later. An operating agreement can name a successor member and include transfer-on-death language, letting your Ohio LLC interest pass to an heir without going through probate — worth including even though Ohio doesn't require the document itself. ## Is a Ohio Single-Member LLC Easier to Pierce? Courts everywhere apply the corporate veil doctrine to LLCs, but with only one member, there's no second owner's independent conduct to point to as evidence the company is a genuinely separate entity — which is why single-member LLCs face more practical scrutiny than multi-member LLCs even where the legal test is identical on paper. Ohio's leading veil-piercing case, Belvedere Condominium Unit Owners' Assn. v. R.E. Roark Cos., Inc., 67 Ohio St.3d 274 (1993), applies a three-part test: control so complete the LLC has no separate mind, that control used to commit a fraud or illegal act, and resulting injury. Crucially, Denny v. Breawick (Ohio Ct. App.) is a real, on-point SMLLC example — a sole member of two LLCs was held personally liable after the court found alter-ego status based on siphoning LLC funds for personal expenses, having no separate bank account, and keeping no corporate records or meeting minutes. Ohio's strong charging-order statute and its alter-ego exposure are two separate protections — a strong statute on one axis doesn't offset sloppy formalities on the other. **Formalities to maintain:** keep a dedicated business bank account and never commingle personal and LLC funds (the exact failure that sank the sole member in Denny v. Breawick), sign every contract and check in the LLC's name (not your own), maintain a written operating agreement even though it isn't required, keep basic records of major decisions and distributions, and adequately capitalize the LLC for the business it actually runs. ## Can a Ohio Single-Member LLC Use a Series Structure? Ohio's Revised LLC Act (Chapter 1706) authorizes series LLCs, established through the operating agreement itself rather than a separate state filing for each series. For a single-member owner running multiple properties or business lines, this can wall off each line's liability under one parent LLC — but because the series is created contractually, a well-drafted written operating agreement is essential here even though Ohio doesn't otherwise require one. ## How Is a Ohio Single-Member LLC Taxed? By default, the IRS disregards a single-member LLC for federal tax purposes — you report business income on Schedule C of your personal return, and you'll owe self-employment tax (Social Security and Medicare) on net earnings. You can elect corporate taxation instead by filing Form 8832 (C-corp) or Form 2553 (S-corp) if that fits your situation better — but unlike a multi-member LLC, a single-member LLC can never elect partnership taxation, since that requires more than one owner. Ohio moved to a flat personal income tax effective January 1, 2026, at 2.75% on nonbusiness income over a $26,050 threshold (income below that threshold is untaxed). Ohio's Business Income Deduction (BID) also makes the first $250,000 of qualifying pass-through business income completely tax-free, with income above that taxed at a flat 3% — a genuinely favorable structure for a single-member LLC owner. Ohio does not require periodic or annual reports for LLCs — there is no ongoing state filing fee at all, one of the lowest ongoing compliance costs in the country. ## Does My Ohio SMLLC Need an EIN? Technically, a single-member LLC with no employees can use the owner's SSN for federal tax filing purposes. In practice, get an EIN anyway (it's free and instant from the IRS) — nearly every Ohio bank requires one to open a business account, and using an EIN instead of your SSN keeps your personal information off business paperwork and vendor forms. ## How to Set Up Your Ohio Single-Member LLC ### If You Do It Yourself **Step 1 — File your Articles of Organization.** Form your LLC the same way any other Ohio LLC is formed — the state doesn't use a different form or process for single-member LLCs. **Step 2 — Appoint a registered agent.** Ohio calls this role a "Statutory Agent" — you can serve as your own if you have a physical in-state address, or use a commercial service for privacy and reliability. **Step 3 — Draft an operating agreement built for a solo owner.** No. Ohio permits but does not require a written operating agreement for a standard LLC of any size. Notably, an Ohio series LLC is actually established through the operating agreement itself, which is one reason to have a written one even for a single-member LLC that might use a series structure later. An operating agreement can name a successor member and include transfer-on-death language, letting your Ohio LLC interest pass to an heir without going through probate — worth including even though Ohio doesn't require the document itself. **Step 4 — Understand your charging-order exposure.** Yes — and recently strengthened. Ohio's Revised LLC Act (ORC Chapter 1706, effective Feb. 11, 2022) provides at § 1706.342 that the charging order is "the sole and exclusive remedy" by which a judgment creditor of a member may satisfy a judgment, and the creditor "shall have no right to foreclose" under this or any other law. This applies uniformly with no single- vs. multi-member distinction, and the 2022 rewrite tightened the language rather than weakening it. **Step 5 — Maintain formalities to avoid alter-ego risk.** keep a dedicated business bank account and never commingle personal and LLC funds (the exact failure that sank the sole member in Denny v. Breawick), sign every contract and check in the LLC's name (not your own), maintain a written operating agreement even though it isn't required, keep basic records of major decisions and distributions, and adequately capitalize the LLC for the business it actually runs. **Step 6 — Get an EIN and open a business bank account.** Technically, a single-member LLC with no employees can use the owner's SSN for federal tax filing purposes. In practice, get an EIN anyway (it's free and instant from the IRS) — nearly every Ohio bank requires one to open a business account, and using an EIN instead of your SSN keeps your personal information off business paperwork and vendor forms. **Step 7 — Handle ongoing state compliance.** Ohio does not require periodic or annual reports for LLCs — there is no ongoing state filing fee at all, one of the lowest ongoing compliance costs in the country. Ohio moved to a flat personal income tax effective January 1, 2026, at 2.75% on nonbusiness income over a $26,050 threshold (income below that threshold is untaxed). Ohio's Business Income Deduction (BID) also makes the first $250,000 of qualifying pass-through business income completely tax-free, with income above that taxed at a flat 3% — a genuinely favorable structure for a single-member LLC owner. **Step 8 — Watch for Ohio-specific SMLLC traps.** Ohio calls its registered agent a "Statutory Agent," distinct terminology from most other states — make sure any formation paperwork or bank forms you fill out use the correct term. The other quirk worth knowing: Ohio's charging-order statute being strong doesn't mean your liability shield is automatically safe. Denny v. Breawick shows a real Ohio sole member losing personal liability protection over exactly the kind of informal bookkeeping many solo owners default to. Ready to Launch Your Business in Ohio?Follow our fast, easy process to get started right now.[Start My Business](https://app.llcattorney.com/formation?intake_type=formation) ### If LLC Attorney Does It for You 1. Submit your business details at llcattorney.com — LLC name, statutory agent, and ownership information. 2. LLC Attorney forms your Ohio single-member LLC and drafts a solo-owner operating agreement, including transfer-on-death provisions to keep your business out of probate. 3. Receive your finished formation documents, EIN, and operating agreement, plus access to flat-fee attorney consultations (no retainer) for asset-protection questions as your business grows. ## When Should You Talk to an Attorney About Your Ohio Single-Member LLC? Talk to an attorney if you're setting up an Ohio series LLC and need the operating agreement drafted correctly (since the series itself is created contractually, not by a separate state filing), or if you want a compliance review to make sure your day-to-day practices wouldn't look like the fact pattern in Denny v. Breawick — commingled funds, no separate bank account, and no records. ## What You Actually Get With LLC Attorney's Ohio SMLLC Formation The part of forming an Ohio single-member LLC that generic templates miss is Denny v. Breawick — most multi-state formation services tout Ohio's strong charging-order statute without flagging that a real Ohio sole member still lost personal liability protection over commingled funds and no records. LLC Attorney builds your operating agreement and formalities checklist around both realities from the start. - Single-member LLC formation in Ohio, starting at $0 + state fees. - Solo-owner operating agreement with transfer-on-death provisions, starting at $49. - Charging-order, alter-ego, and tax considerations addressed for your specific state — not a generic multi-state template. - Access to professionally trained Business Success Advisors at no charge, plus flat-fee attorney consultations (no retainer) for asset-protection questions. Ohio's charging-order statute is genuinely strong, and LLC Attorney makes sure your formation and ongoing practices don't undercut it the way Denny v. Breawick shows is possible. ## Ready to Form Your Ohio Single-Member LLC? LLC Attorney forms single-member LLCs in Ohio and drafts an operating agreement built for a solo owner, starting at $0 + state fees. See our [full pricing](/pricing) for all service tiers. Ready to Launch Your Business in Ohio?Follow our fast, easy process to get started right now.[Start My Ohio Single-Member LLC](https://app.llcattorney.com/formation?intake_type=formation) ## Frequently Asked Questions ### Does Ohio give single-member LLCs the same charging order protection as multi-member LLCs? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Yes. ORC § 1706.342 provides the charging order is "the sole and exclusive remedy" by which a judgment creditor of a member may satisfy a judgment, barring foreclosure entirely, and it applies the same way to single-member and multi-member LLCs. ### Is a written operating agreement legally required for a Ohio single-member LLC? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) No, Ohio does not legally require a written operating agreement for a single-member LLC. It's still worth having one, especially if you're considering a series LLC structure, since a series is established through the operating agreement itself. ### Are Ohio single-member LLCs at greater risk of having their liability shield pierced? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Yes, this is a real risk in Ohio despite the strong charging-order statute. Denny v. Breawick is an on-point Ohio case where a sole member was held personally liable after siphoning LLC funds, having no separate bank account, and keeping no records — exactly the kind of informal bookkeeping many single-member LLC owners default to. ### Does Ohio have a law written specifically for single-member LLCs? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) No. Ohio's Revised LLC Act (Chapter 1706) applies identically to single-member and multi-member LLCs; there's no statute written specifically for single-owner companies. ### Can a single-member LLC in Ohio elect partnership taxation? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) No. Partnership taxation requires at least two members. An Ohio single-member LLC can only be taxed as a disregarded entity (the default), or elect C-corp or S-corp taxation instead — and Ohio's Business Income Deduction applies to qualifying pass-through income either way. ### Does a single-member LLC in Ohio need an EIN? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Technically optional if the LLC has no employees (you can use your SSN instead), but get one anyway — it's free from the IRS, nearly every Ohio bank requires it to open a business account, and it keeps your SSN off business paperwork. ### Can a Ohio single-member LLC's operating agreement help my heirs avoid probate? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Yes. Your operating agreement can name a successor member and include transfer-on-death language, letting your LLC interest pass to an heir outside of Ohio's probate process — even though Ohio doesn't require the operating agreement itself. ### Should I add a second member to my Ohio LLC just to get better asset protection? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Generally not necessary for charging-order purposes — Ohio's statute already protects single-member LLCs the same as multi-member ones. What actually protects an Ohio sole owner is clean formalities, not a second member; Denny v. Breawick was decided on the owner's conduct (commingled funds, no records), not the LLC's single-member status. ### Does LLC Attorney form single-member LLCs? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Yes. LLC Attorney forms single-member LLCs in Ohio, including a solo-owner operating agreement, starting at $0 + state fees. ## Related Ohio Resources - [Ohio LLC Formation](/states/oh/llc-formation-ohio) - [Ohio Registered Agent](/states/oh/registered-agent-ohio) - [Ohio Anonymous LLC](/states/oh/anonymous-llc-ohio) - [Ohio EIN Number](/states/oh/ein-number-ohio)