How to Form a C Corporation in Ohio
A C corporation is a business that operates with corporate characteristics. These include limited liability for shareholders, transferable shares of ownership and the ability to issue stock options as part of executive compensation. In Ohio, you can form a C corporation by following these seven steps:
Step 1: Select a name
You must select a name for your corporation. The name can be any combination of letters, numbers or special characters, but it must end with the word “corporation” or “incorporated.” A corporation is not allowed to use names that are misleading or similar to other registered business names. You should not use words such as “bank” in your name (unless you have been given permission by the Ohio Department of Commerce).
If you are forming an LLC in Ohio and wish to change your business name after filing articles of formation, you will need to file an amendment with the Secretary of State. If you have already filed articles with us and simply need clarification on whether our records reflect the same information as those filed with another state agency, then please contact us at +1 877-865-4442 (toll free) from Monday through Friday between 7am–7pm ET.
Step 2: Name an initial registered agent
The second step in forming an Ohio C corporation is to name an initial registered agent. The registered agent is a person or company that agrees to accept legal papers on behalf of the corporation, such as summonses and complaints. You must designate a resident of the state where your corporation is incorporated as its registered agent. In addition, the registered agent must have a physical address in this state.
You’ll find it easier to choose your initial registered agent if you already have established contacts in Ohio. Consider using one of these options:
- Name yourself as your own initial registered agent if you’re incorporated elsewhere but plan to move into Ohio within 90 days after incorporation (or within 60 days from now). This option works well for businesses that plan on being active throughout multiple states simultaneously without having a separate office for each state’s business registration purposes. If you choose this option, then make sure that any correspondence sent by anyone else will be forwarded directly to you via certified mail so no one can claim ignorance about what’s happening with their company later on down the line when it comes time for them to comply with existing requirements like annual reports or taxes due dates based off their own personal information instead of what was originally listed at inception.* Use another individual or company as your initial registered associate only if they reside within 100 miles outside city limits (and therefore still qualify under Ohio law) but are not physically located inside those same boundaries themselves – otherwise known as being technically considered part owner even though they don’t actually live there yet!
Step 3: File articles of incorporation with the Ohio Secretary of State. …
- The articles of incorporation must be signed by all of the initial directors, or incorporators, and any other person or persons who may be designated in your corporation’s bylaws to sign its documents.
- Filing with the Secretary of State. Articles of incorporation are filed with the Ohio Secretary of State for a basic filing fee of $50 and an additional $25 for each page over two pages long (maximum fee is $225). You can file online for free at www.sos.state.oh.us/charter/start-corporation/. You will also need to obtain a list from them called “Certificate Number Information” that lists all your company’s certificate numbers including its CID number (the entity identification number), along with their corresponding names and addresses; this is required if you wish to file annual reports electronically instead of through U.S mail, which is recommended because it saves both time and money!
- Required forms: Once again this varies based on how many shareholders you have but generally speaking there will be three forms: Articles of Incorporation; Bylaws; Certificate(s) Of Authority To Do Business In Ohio
Step 4: Hold the first board of directors meeting. …
The board of directors is the highest governing body of the corporation, elected by shareholders. The board is responsible for the day-to-day management of your corporation. If you’re a sole shareholder, you’ll be both president and director. In most cases, however, there will be at least two people on your board: a president (or other officer) who handles day-to-day matters; and a chairperson or chairman who oversees all major decisions made by the board.
It’s important to note that while elections are held annually in most states—and thus need only occur once per year—you’ll have an option to hold them more often if desired. This means that if you’d like those changes made without waiting until next year’s annual meeting, then feel free!
Step 5: Write and adopt corporate bylaws. …
- You’ll need to write and adopt corporate bylaws.
- Corporate bylaws are the rules of conduct for your corporation. They may include formalities such as when meetings must take place and how minutes should be recorded. They can also cover general operational issues such as compensation policies, termination of officers, and procedures for amending the bylaws.
- Your attorney will help you write your corporate bylaws; however, you might want to start planning what they’ll contain before you begin this step in the process of forming a C corporation in Ohio.
- The first step is deciding on an official name for your company (e.g., “Lucky Corp.”). Then decide which state’s law should govern it: Ohio’s or another state’s? This issue has important tax implications that we’ll discuss later on in this guide but generally speaking Ohio uses only its own law when drafting new legislation so it’s best practice if at all possible given this context not to choose any other state besides yours unless there are very specific reasons why doing so makes sense (e.g., having personal connections with one particular city within another jurisdiction).
Step 6: Issue stock certificates to shareholders. …
Now that you’ve formed your company and filed for incorporation, it’s time to issue stock certificates. You can use these in lieu of corporate checks to pay employees and other bills.
Stock certificates should include:
- The name of the corporation
- The number of shares being issued and their par value (the amount per share) or no par value if you’re issuing common stock. For example, “ABC Corporation one share” or “ABC Corporation 100 shares par value $1 per share.” If you’re issuing common stock without a par value, make sure there are no blank spaces between words because this may cause problems when transferring your certificate. Also be sure not to include any misspellings or typos on your certificate because they could result in delays when having them authenticated or transferred into new owners’ names.
Step 7: Apply for an employer identification number (EIN).
The EIN is a nine-digit number issued by the U.S. Internal Revenue Service (IRS) for tax purposes. This nine-digit number must be included on your articles of incorporation when you submit it to the secretary of state’s office, and you’ll also need this number to open an Ohio bank account and make tax payments each year on behalf of your corporation.
To apply for an EIN, fill out IRS Form SS-4 and submit it by mail or fax (if applicable). However, if you have already been assigned a federal employer identification number under another business name, such as your individual Social Security Number (SSN), then there is no need to fill out another form; just use that same SSN instead.
Know the steps for forming a C corp in Ohio
The steps to forming a C corporation include:
- Choose an available business name.
- File the Articles of Incorporation with the Ohio secretary of state (SOS).
- Obtain an Employer Identification Number (EIN), if you don’t already have one; you’ll need this for tax purposes and other legal requirements, such as opening a bank account or buying insurance policies for your business. It’s also useful for paying taxes at the end of the year—you can use your EIN here instead of your Social Security number when paying federal income taxes on behalf of your small business!
We hope you’ve found our guide helpful in starting your own company. If you have any questions about forming a corporation, contact us today!