Startacorp
Startacorp
Startacorp
Starting a
Corporati n in
Ohio
Sincerely,
Jon Husted
Ohio Secretary of State
Guide to Starting a Corporation in Ohio
Table of Contents
Preface ................................................................ 1
Personal Information ............................................ 1
Forms ................................................................... 1
Forming a For-Profit Corporation ......................... 1
Filing Articles of Incorporation ...................................... 2
Choosing the Corporate Name ................................... 3
Special Name Considerations ...................................... 4
Name Reservation .......................................................... 4
Appointing a Statutory Agent ....................................... 4
Authorized Shares Fee ................................................... 5
Additional Corporate Filings ............................... 6
Amendments .................................................................. 6
Mergers and Consolidations ......................................... 7
Conversions .................................................................... 7
Cancelation and Reinstatement .......................... 8
Cancelation ................................................................... 8
Reinstatement Following Cancelation ......................... 8
What Happens to a Corporate Name Upon
Cancelation? .................................................................. 9
Other Corporate Types .......................................10
Nonprofit Corporation .................................................. 10
Foreign Corporations ................................................... 10
Professional Corporations ............................................ 10
Frequently Asked Questions ...............................11
Submitting Filings ................................................13
By Mail ........................................................................... 13
In Person ....................................................................... 14
Expedite Service .................................................14
Contact Business Services .................................15
Available Resources ...........................................15
Business Startup Checklist ...................................18
Office of the Ohio Secretary of State
Preface
This guide has been prepared for informational purposes only and
does not constitute legal advice. It is recommended that you seek
legal and tax counsel before acting upon this information.
Personal Information
As of September 1, 2008, the Secretary of State’s office has the
authority to reject any document containing a Social Security
number or federal tax identification number. Please remove all
personal information from documents prior to filing them.
Forms
Pursuant to Ohio Revised Code Section 1701.04, the Secretary of
State’s office authorizes for-profit corporations to conduct business
in Ohio. Documents must be filed with the Secretary of State’s
office before a corporation may legally conduct business in Ohio
and, under certain circumstances, for the corporation to continue
conducting business. All forms that are required to be filed with
the Secretary of State, including, but not limited to, articles of
incorporation, statutory agent updates, amendments, conversions,
mergers and dissolutions, can be obtained directly from the
Secretary of State’s office. Please call (877) SOS-FILE to request that
forms be sent to you via fax or regular mail. The filing forms may
also be downloaded from the Secretary of State’s website at
www.OhioSecretaryofState.gov. The filing fee associated with each
filing, as well as completion instructions, are provided on each
form.
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Please note that the Secretary of State will make the final
determination on the availability of a business name when
the Articles are filed. It is a good idea not to order signs,
letterhead or other supplies reflecting the corporate name
until the name is registered. Also consider having two or
three alternative corporate names in mind in case the
desired name is unavailable.
Special Name Considerations
Some corporate names are subject to unique name requirements
or restrictions. For example, if a corporation wishes to use the
word “bank” in its name, it must seek approval from the Ohio
Department of Financial Institutions before filing its Articles with
the Secretary of State. Please refer to the Name Availability Guide
on the Secretary of State’s website to learn more regarding specific
name requirements and restrictions.
Name Reservation
If you have chosen a name that is available but are not ready to
file the corporation’s Articles, you may reserve the name. A name
reservation grants the applicant exclusive rights to use the name for
a period of 180 days. The Articles may be filed any time within that
180-day period to form the corporation using the reserved name.
After 180 days, the name reservation will expire, and the name
will again become available for anyone to use. To reserve a name,
please submit the Name Registration form (Form 534B) and $50.00
filing fee.
Appointing a Statutory Agent
At the time of filing its Articles, a corporation is required to appoint
a statutory agent. The statutory agent is the person or corporation
designated to accept any legal process, notice or demand that
is served upon the company and is responsible for sharing this
information with the corporation.
Please note that banks, trust companies, insurance
companies, and corporations that are defined under
Ohio law as a public utility for taxation purposes are not
required to appoint a statutory agent. These types of
corporations have registration requirements with other
state and/or federal regulatory agencies.
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Cancelation
The Secretary of State’s office is authorized to cancel a corporation’s
license to do business in Ohio as follows:
• By order of the tax commissioner when a corporation has failed
to pay taxes or file required tax reports;
• When a corporation has failed to maintain a statutory agent
and does not cure its failure upon notice from the Secretary of
State;
• When ordered to do so by a court of law; and
• When a professional corporation has failed to file a biennial
report.
Reinstatement Following Cancelation
Ohio Taxes
When a corporation is canceled for nonpayment of taxes, it
can be reinstated after it has cleared its tax obligation with the
Department of Taxation. Please take the following steps when
seeking reinstatement after a tax cancelation:
• Contact the taxpayer services division of the Department of
Taxation to determine the exact amount of corporate taxes due
and/or any other issues the company must resolve to become
reinstated.
• Resolve any outstanding tax issues. Once any outstanding
tax issues are resolved, the tax department will issue the
corporation a Certificate of Tax Clearance, also known as a D-3
Certificate, showing that the corporation has no outstanding
tax obligations.
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Guide to Starting a Corporation in Ohio
• File the D-3 Certificate and a filing fee of $25.00 with the
Secretary of State’s office. Until the D-3 Certificate is filed with
our office the corporation is not reinstated.
Please note that even if you believe the tax cancelation
was done in error, please contact the Ohio Department of
Taxation. Until the tax department has confirmed that all
issues have been resolved, the Secretary of State’s office
cannot take action to reinstate a corporation that has been
tax canceled.
If the Ohio Department of Taxation erred in canceling the
corporation, the Ohio Department of Taxation will notify the
Secretary of State directly. Upon receipt of the Ohio Department of
Taxation’s notice, the corporation will be reinstated without further
action by the corporation.
Failure to Maintain Statutory Agent
When a corporation is canceled for failure to maintain a statutory
agent, it must file the Reinstatement form (525A), Appointment of
Agent form and filing fee of $25.00 to be reinstated.
Failure of Professional Corporation to File a Biennial Report
When a professional corporation is canceled for failure to
file a biennial report, it must file the delinquent report(s), a
Reinstatement form (525B) and a filing fee of $25.00 with our office
to be reinstated.
What Happens to a Corporate Name Upon
Cancelation?
Pursuant to Ohio law, the Secretary of State’s office will hold a
canceled corporation’s name for a period of one year from the
date of cancelation so that the corporation may reinstate using its
original corporate name.
If reinstatement is not made within one year, the entity’s name will
become available for registration by another organization. If, after
the one-year period, another organization registers the name and
the canceled corporation later wishes to reinstate, the canceled
corporation must file a Certificate of Amendment to change its
corporate name simultaneously with reinstatement.
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Nonprofit Corporation
Nonprofit corporations are corporations organized for purposes
other than monetary gain and strive to improve the communities
they serve. Please review the Secretary of State’s publication
entitled Guide to Nonprofit Organizations in Ohio for more detailed
information on nonprofit corporations.
Foreign Corporations
A foreign corporation is a corporation organized under the laws
of another state or foreign country. A foreign corporation must
obtain a license from the Ohio Secretary of State before conducting
business in Ohio by filing the Foreign Corporation Application
for License form (530) and filing fee of $125.00. The application
must be accompanied by a Certificate of Good Standing from the
Secretary of State or other registering office in the corporation’s
home state. The Certificate of Good Standing must be dated no
earlier than 90 days prior to submission and must include the
corporation’s exact name, date of incorporation and state that the
corporation is in good standing.
At the time it applies for a license, a foreign corporation must
appoint a statutory agent (sometimes referred to as a “designated
agent”) to accept service of process on behalf of the corporation
within Ohio. A foreign corporation may surrender its license to
conduct business in Ohio at any time by filing a Certificate of
Surrender form (564).
A foreign corporation may obtain a temporary license to do
business in Ohio for a period of one year. A single foreign
corporation may be permitted no more than two temporary
licenses within a period of three years. The filing fee for a
temporary license is $125.00.
Professional Corporations
Certain types of licensed professionals may form a professional
corporation to offer a professional service. Ohio Revised Code
Chapter 1785 governs professional corporations and provides a
list of the professions, including dentists, architects, attorneys and
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Submitting Filings
All filing forms required by the Secretary of State are available at:
www.OhioSecretaryofState.gov.
Please make checks for filing fees payable to “Ohio Secretary of
State.”
Please note that pursuant to Ohio law, overpayments of
$10.00 or less will not be refunded.
Filings made using a prepayment account may be faxed to
(614) 485-7045. If you are interested in opening a prepayment
account, please call our customer service representatives at
(877) SOS-FILE for more information.
By Mail
Please send non–expedited filings to the address provided on the
filing form.
Please send multiple filings to:
Ohio Secretary of State
Business Services Division
PO Box 788
Columbus, OH 43216
Please send overnight express packages to:
Ohio Secretary of State
Business Services Division
180 E. Broad St., 16th floor
Columbus, OH 43215
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Expedite Service
The Ohio Secretary of State offers three levels of expedite service
for corporation filings. The expedite level 1 filing may be mailed
or submitted in person. Levels 2 and 3 may only be submitted in
person at the Client Service Center.
Levels of Expedite Additional Fee Turnaround Time
Expedite 1 $100.00 2 Business Days
Expedite 2 $200.00 1 Business Day
Expedite 3 $300.00 4 Hours
The expedite filing fee must be added to each filing submitted. If
only some of your filings require expedite service, please submit a
separate check for the expedited filings.
In the event of an expedite 3 filing containing an error, the
customer will be notified. If a filing is re-submitted by 1:00 p.m., the
filing will be processed by 5:00 p.m.
Please note that expedite level 3 filings submitted after
1:00 p.m. will be available the next business day.
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Guide to Starting a Corporation in Ohio
Available Resources
This guide focuses on the forms and processes of the Secretary of
State’s office with respect to forming a for-profit corporation in
Ohio. However, there are other agencies that regulate and/or assist
Ohio corporations. Below is a list of some state agencies that a new
corporation should contact to learn more about additional legal
requirements or to obtain useful business information.
Attorney General’s Office
30 E. Broad St., 14th floor
Columbus, Ohio 43215-3428
(614) 466-4986
Toll Free: (800) 282-0515
Website: www.ohioattorneygeneral.gov
Ohio Civil Rights Commission
30 E. Broad St., 5th floor
Columbus, Ohio 43215
(614) 466-2785
Fax: (614) 466-7742
Website: www.crc.ohio.gov
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Helpful steps as you further develop
Office of the Ohio Secretary of State
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Guide to Starting a Corporation in Ohio
Jon Husted
Ohio Secretary of State
Follow OhioSOSHusted:
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Business Services Division
180 East Broad Street, 16th floor
Columbus, Ohio 43215
Telephone: (614) 466-3910
Toll Free: (877) SOS-FILE (767-3453)
TTY: (614) 466-0562
Toll Free TTY: (877) 644-6889
E-mail: [email protected]
On the web: www.OhioSecretaryofState.gov
Walk-in Client Service Center
180 East Broad Street, Suite 103 (ground floor)
Columbus, Ohio 43215