Ohio Articles of Incorporation
Ohio articles of incorporation form a corporation by filing Form 532B with the Secretary of State for a minimum of $99, setting the name, office, shares, and statutory agent. Attorney review available.
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Introduction
Ohio forms a for-profit corporation by filing Initial Articles of Incorporation (Form 532B) with the Secretary of State, and that filing creates the corporation as a separate legal entity. Filing brings the corporation into existence so it can own property, sign contracts, and give its owners limited liability for the corporation debts. Ohio law requires the articles to set forth the corporation name, the place in Ohio where its principal office is located, the authorized number and par value of its shares, and the original appointment and acceptance of a statutory agent (Ohio Rev. Code 1701.04). The filing fee paid to the Secretary of State is a minimum of $99, and it can be higher for a corporation that authorizes a large number of shares (Ohio Rev. Code 111.16). Ohio does not charge a corporate franchise tax; the state repealed it and replaced it with the Commercial Activity Tax, a tax on taxable gross receipts above an exclusion threshold. Standard Ohio for-profit corporations are not required to file an annual report with the Secretary of State. DocDraft builds your Ohio articles of incorporation from your facts, with attorney review available before you file.
Key Things to Know
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Ohio's founding corporate document is the Initial Articles of Incorporation (Form 532B), filed with the Secretary of State to create the corporation as a separate legal entity.
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You file the articles with the Ohio Secretary of State and pay a minimum $99 filing fee; the fee can be higher for a corporation that authorizes a large number of shares (Ohio Rev. Code 111.16). The Secretary of State is the filing office.
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Ohio requires the articles to set forth the corporation name, the place in Ohio of its principal office, the authorized number and par value of its shares, and the original appointment and acceptance of a statutory agent (Ohio Rev. Code 1701.04).
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Every Ohio corporation must appoint and maintain a statutory agent to receive legal process; the appointment and the agent written acceptance are filed with the articles (Ohio Rev. Code 1701.07). The agent may be an Ohio resident or an entity with an Ohio address.
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Ohio does not charge a corporate franchise tax. The state repealed the franchise tax and replaced it with the Commercial Activity Tax, a tax on taxable gross receipts above an exclusion threshold, so confirm any Commercial Activity Tax with the Department of Taxation.
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Standard Ohio for-profit corporations are not required to file an annual report with the Secretary of State, which is different from many states. Professional corporations do file a periodic report, so confirm your reporting duty with the Secretary of State.
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Articles of incorporation form a corporation. To form an Ohio limited liability company you file articles of organization instead, and corporate bylaws are a separate internal document the corporation keeps rather than files.
Key decisions before you file
Before you file a Articles of Incorporation in Ohio, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
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Ohio Requirements for Articles of Incorporation
An Ohio for-profit corporation is formed by filing Initial Articles of Incorporation (Form 532B) with the Ohio Secretary of State. The filing fee is a minimum of $99, and it can be higher for a corporation that authorizes a large number of shares (Ohio Rev. Code 111.16).
The corporation name must include one of the words Company, Co., Corporation, Corp., Incorporated, or Inc., and must be distinguishable from other entities on file with the Ohio Secretary of State (Ohio Rev. Code 1701.05).
The articles must state the place in Ohio where the principal office of the corporation is to be located (Ohio Rev. Code 1701.04). This fixes the corporation home location on the public record.
The articles must set forth the authorized number and par value per share of shares with par value, and the authorized number of shares without par value. If the shares are classified, the articles state the designation, number, and par value of each class (Ohio Rev. Code 1701.04).
The articles must include the original appointment of a statutory agent and the agent written acceptance. Every Ohio corporation must maintain a statutory agent to receive process, and the agent may be an Ohio resident or an entity with an Ohio address (Ohio Rev. Code 1701.07, 1701.04).
Ohio does not charge a corporate franchise tax; the state repealed it and replaced it with the Commercial Activity Tax on taxable gross receipts, administered by the Department of Taxation. Businesses below the exclusion threshold do not owe the tax. Confirm any Commercial Activity Tax with the Department of Taxation.
Standard Ohio for-profit corporations are not required to file an annual report with the Secretary of State. Professional corporations do file a periodic report. Confirm whether your Ohio corporation has any report to file with the Ohio Secretary of State.
Articles of incorporation form a corporation. To form an Ohio limited liability company you file articles of organization instead. Corporate bylaws, called regulations in Ohio, are a separate internal document the corporation keeps rather than files with the state.
Frequently Asked Questions
In Ohio, articles of incorporation are the founding document you file with the Secretary of State to create a corporation. Filing them makes the corporation a separate legal entity that can own property, sign contracts, and shield its owners from personal liability for the corporation debts. A for-profit corporation is formed by filing Initial Articles of Incorporation (Form 532B), which sets out the corporation name, its Ohio principal office, the shares it is authorized to issue, and the appointment of a statutory agent (Ohio Rev. Code 1701.04).
In Ohio, articles of incorporation create a corporation, which has shareholders, directors, and shares of stock. Articles of organization create a limited liability company (LLC), which has members instead of shareholders and issues no stock. Both are filed with the Ohio Secretary of State and both form a separate legal entity, but they create different kinds of entities under different chapters of Ohio law. Choose the one that matches the entity you want to form.
You file the Initial Articles of Incorporation (Form 532B for a for-profit corporation) with the Ohio Secretary of State, and the filing fee is a minimum of $99 (Ohio Rev. Code 111.16). The fee can be higher for a corporation that authorizes a large number of shares under the graduated schedule. Once the Secretary of State files the articles, the corporation legally exists in Ohio.
Ohio requires the articles to set forth the corporation name, which must meet the Ohio naming rules; the place in Ohio where the principal office is located; the authorized number and par value per share of shares with par value and the authorized number of shares without par value; and the original appointment and written acceptance of a statutory agent (Ohio Rev. Code 1701.04). The articles may also state the initial directors and a purpose.
Every Ohio corporation must appoint and continuously maintain a statutory agent to receive any legal process, notice, or demand served on the corporation (Ohio Rev. Code 1701.07). The statutory agent can be an individual who is an Ohio resident or a domestic or foreign entity with a business address in Ohio. The original appointment and the agent written acceptance are filed with the articles of incorporation.
No. Ohio does not charge a corporate franchise tax; the state phased out and repealed the franchise tax and replaced it with the Commercial Activity Tax (CAT), a tax on a business taxable gross receipts in Ohio. Businesses with gross receipts below the CAT exclusion threshold do not owe the tax. Because the thresholds change, confirm any Ohio Commercial Activity Tax obligation with the Ohio Department of Taxation.
Standard Ohio for-profit corporations are not required to file an annual report with the Secretary of State, which sets Ohio apart from many states that require yearly filings. Professional corporations in Ohio do file a periodic report. Because reporting duties depend on the type of corporation, confirm whether your Ohio corporation has any report to file with the Ohio Secretary of State.
In Ohio, articles of incorporation are the short public document you file with the Secretary of State to create the corporation. Bylaws, which Ohio law also calls regulations, are an internal document the corporation adopts and keeps in its own records, not filed with the state, setting the rules for how the corporation is run, such as how directors are elected and how meetings are held. You need the Ohio articles to exist as a corporation and the bylaws to govern it day to day.