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 Ohio does not charge a corporate franchise tax; the state repealed it and replaced it with the Commercial Activity Tax, a tax on taxable gross receipts above an exclusion threshold.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
File Form 532B With the Secretary of State
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).
Corporate Name With a Required Word
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).
Ohio Principal Office Location
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.
Authorized Shares
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).
Statutory Agent Appointment and Acceptance
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).
No Corporate Franchise Tax
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.
No Annual Report for Standard For-Profit Corporations
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.
Corporation Versus LLC
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.