What steps do I need to take to form a limited liability company (LLC) in Ohio?
To form a limited liability company (LLC) in Ohio, you will need to follow the steps outlined below:
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Choose a name for your LLC: The name you choose for your LLC must be unique and distinguishable from other business names in Ohio. You can verify the availability of your chosen business name on the Ohio Secretary of State Business Search website.
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Appoint a registered agent: Ohio law requires that every LLC maintains a registered agent in the state. The registered agent is responsible for receiving legal notices and other official documents on behalf of the LLC. The registered agent must be a resident of Ohio, a corporation authorized to do business in Ohio, or a foreign corporation authorized to transact business in Ohio.
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File Articles of Organization: The Articles of Organization is a legal document that formalizes the creation of your LLC in Ohio. You can file the Articles of Organization with the Ohio Secretary of State either online or through mail.
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Prepare an Operating Agreement: Although Ohio does not require LLCs to have an operating agreement, it is highly recommended that you prepare one. An operating agreement outlines the management structure, ownership percentages, and other important details of your LLC.
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Obtain necessary licenses and permits: Depending on the nature of your business, you may need to obtain additional licenses and permits from the state, county, or city.
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Obtain an Employer Identification Number (EIN): An EIN is a unique identifier assigned by the IRS to your business entity. You can apply for an EIN online through the IRS website.
Potential limitations or exceptions:
If you plan to form a professional LLC, such as a law or accounting firm, there may be additional requirements and restrictions to comply with under Ohio law.
Suggestions for further action:
It is advisable to consult with a licensed attorney or accountant to ensure that you comply with all legal requirements and to properly structure your LLC for tax and liability purposes.
Legal document:
Below is a sample Articles of Organization for an LLC in Ohio:
ARTICLES OF ORGANIZATION OF [LLC NAME]
- Name: The name of the limited liability company is [LLC NAME].
- Purpose: The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under Ohio law.
- Principal Place of Business: The principal place of business of the limited liability company shall be [ADDRESS].
- Registered Agent: The name and address of the registered agent of the limited liability company is [NAME AND ADDRESS].
- Management: The management of the limited liability company shall be vested in [MEMBER/MANAGER]-managed/Managed by a board of managers, as specified in the Operating Agreement.
- Duration: The limited liability company shall have perpetual duration.
- Indemnification: To the fullest extent permitted by Ohio law, this Company shall indemnify any person or entity serving as a member, manager, officer, or employee of the Company against any claim or liability arising out of such service, unless such claim or liability arises out of such person's or entity's own willful misconduct or gross negligence.
- Adoption: The undersigned organizer adopts these Articles of Organization as the Articles of Organization of the limited liability company.
- [DATE]
- [ORGANIZER NAME AND ADDRESS]