Articles of Organization LLC Ohio

What Are Ohio Articles of Organization?

The Articles of Organization in Ohio, also known as the Certificate of Formation, are the foundational documents required to legally establish a Limited Liability Company (LLC) in the state. These documents serve as a formal declaration of the LLC's existence and outline essential details about the company, such as its name, purpose, and management structure. The legal basis for these requirements is found in the Ohio Revised Code, Section 1705.04. For more information, visit the Ohio Secretary of State's Business Services page.

Are Ohio Articles of Organization Required?

Yes, filing the Articles of Organization is mandatory for forming an LLC in Ohio. According to Ohio Revised Code, Section 1705.04, an LLC is not legally recognized until these documents are filed with the Ohio Secretary of State. Failure to file means the LLC cannot legally conduct business, and its members do not receive the liability protections typically afforded to LLCs.

Information Required in Ohio Articles of Organization

Name Requirements

The LLC's name must include a designation such as "Limited Liability Company," "LLC," or "L.L.C." as per Ohio Revised Code, Section 1705.05. The name must be distinguishable from other registered entities in Ohio. Certain terms, like "bank" or "university," may require additional approval. Use the Ohio Business Name Search tool to check name availability.

Ohio Registered Agent and Registered Office

An LLC must designate a Registered Agent and a Registered Office in Ohio. The registered agent can be an individual resident or a business entity authorized to do business in Ohio. The registered office must be a physical address, not a P.O. Box, as specified in Ohio Revised Code, Section 1705.06.

Management Structure

Ohio LLCs can be either member-managed or manager-managed. This choice must be specified in the Articles of Organization. Details about the management structure are governed by Ohio Revised Code, Section 1705.29.

Organizer Information

The organizer is the individual or entity responsible for filing the Articles of Organization. There are no residency requirements for organizers in Ohio. The organizer's name and address must be included in the filing.

Purpose Statement

Ohio allows for a general purpose statement, meaning the LLC can engage in any lawful business activity. However, specific language may be required for certain professional services. For more information, see the Professional Entity Forms.

Certificate of Formation Effective Date

The Articles of Organization become effective upon filing unless a delayed effective date is specified, which cannot exceed 90 days from the filing date, as per Ohio Revised Code, Section 1705.04.

How to File Ohio Articles of Organization

Online

The Ohio Secretary of State offers an online filing system called Ohio Business Central. This service is available 24/7, and filings are typically processed within 1-2 business days. Payment can be made via credit card, and a convenience fee may apply. Follow the step-by-step process on the online filing portal.

Mail

To file by mail, send the completed Articles of Organization to:

Ohio Secretary of State
P.O. Box 670
Columbus, OH 43216

For courier or hand-delivery, use:

Ohio Secretary of State
180 E. Broad St., 16th Floor
Columbus, OH 43215

Include one original and one copy of the form. Payment can be made by check payable to "Ohio Secretary of State." Processing typically takes 3-7 business days.

Ohio Articles of Organization Filing Fee

The filing fee for the Articles of Organization in Ohio is $99. For the official fee schedule, visit the Ohio Secretary of State's Fee Schedule. Additional fees may apply for expedited processing or credit card payments.

What Happens After Filing Ohio Articles of Organization?

Once filed, the LLC is legally recognized as a business entity in Ohio. The filer will receive a stamped copy of the Articles of Organization as evidence of filing. The LLC must obtain a Federal Employer Identification Number (EIN) from the IRS. Additionally, the LLC may need to register for state taxes with the Ohio Department of Taxation. An operating agreement is recommended, though not required by law. Ohio LLCs must also comply with ongoing obligations, such as filing biennial reports.

Common Mistakes When Filing Ohio Articles of Organization

1. Name Availability Issues: Ensure the LLC name is unique and complies with state requirements. Use the Business Name Search tool.
2. Missing Registered Agent Information: Include complete details of the registered agent and office. Refer to Ohio Revised Code, Section 1705.06.
3. Incorrect Filing Fee: Verify the current fee and include the correct amount. Check the Fee Schedule.
4. Unsigned Documents: Ensure the Articles of Organization are signed by the organizer.
5. Invalid Registered Agent: The registered agent must meet Ohio's requirements. See the Registered Agent FAQs.
6. Restricted Terms Without Approval: Obtain necessary approvals for restricted terms in the LLC name.
7. Wrong Forms for Professional Services: Use the correct forms for professional LLCs. Visit Professional Entity Forms.
8. Delayed Effective Date Errors: If specifying a delayed effective date, ensure it does not exceed 90 days.

Additional Resources

• Ohio Secretary of State Main Page
• Business Division/Formation Page
• Ohio Business Central Online Filing System
• Ohio Department of Taxation
• Contact: (877) SOS-FILE (877-767-3453), Email

This article provides general information about Ohio LLC formation requirements under the Ohio Revised Code. It is not intended as legal advice. Persons forming an LLC should consult with a private attorney regarding their specific circumstances.