How to Form an S Corporation in Ohio

Introduction

If you want to form an S corporation in Ohio, there are several steps you have to follow. We have created a step-by-step guide to assist you in forming an S Corporation in Ohio.

Pick a Name for Your Business

Now you need to choose a name for your business. If a corporation or limited liability company (LLC) has the same or similar name as yours, then it may be able to stop you from using the name by filing an objection with the Ohio Secretary of State.

The best way to be sure that you have a unique and distinctive name for your business is simply to pick something that is not already in use—but this can be difficult if there are similar businesses near where yours would operate. In addition, don’t use any words that might infringe on any trademarks or copyrights owned by other companies or individuals. You should also keep in mind that some words may give others an impression of what kind of goods they offer; avoid those too!

File Articles of Incorporation

You will need to file Articles of Incorporation with the state. The purpose of articles of incorporation is to establish your company as a legal entity in Ohio. The articles should include information such as:

• The company’s name and address
• A list of directors and officers (the people who will run your business)
• Registered agent information (the person or address that receives legal documents on behalf of the corporation)

The fee for filing Articles of Incorporation is $130 for first-time filers, $80 for renewals, or $60 if you qualify for an exemption.

Create Corporate Bylaws

The corporate bylaws are a set of rules that outline the way your business will operate. They specify how things are done, which responsibilities belong to whom, and what happens if someone breaks a rule. You can use these rules as a guide when making decisions about company policies, how much money should be allocated for different projects or expenses, and so on.

When creating corporate bylaws for your S corporation in Ohio:

• Make sure your bylaws are up-to-date at all times (e.g., if you hire new employees).
• Use simple words that everyone understands so there’s no confusion about what they mean (e.g., instead of “person” or “individual,” say “employee”).

Hold a Board of Directors Meeting

To form an S corporation, you must hold a board of directors meeting to approve the bylaws and appoint officers. The first step is to call a meeting. You can do this by sending written notice to each shareholder at their last known address (or if they are dead, then to their next-of-kin). We recommend that you mail or deliver the notice in person, not just email it.

Any shareholder who receives notice of the meeting can attend and vote at that meeting. If any shareholders fail to attend without giving adequate prior notice for excused absence, then their shares may be voted by proxy according to instructions from those proxies. If no instructions were provided for voting on important matters such as approving bylaws or appointing officers, then the default option is that each shareholder has one vote per share owned.

All shareholders present at a meeting have equal rights regardless of how many shares they own; however, only certain people may put forward motions within an S corporation’s board meetings:

Prepare, File, and Distribute Written Consents

Once you have received from the state a copy of your EIN, you must prepare, file and distribute written consents for each action that requires shareholder approval.

The following are examples of actions requiring written consent:

• To elect S corporation election (Form 1120S) by the shareholders.
• To issue stock or transfer shares to another corporation.
• To amend the articles of incorporation or bylaws.

Each shareholder must execute a consent in writing stating that they agree with an action before it can be taken without a shareholder meeting or vote. You should keep copies of consents in corporate records so that they can be reviewed at any time by any interested party (for example, if someone wants proof that they have approved something such as issuing new shares).

File Form 2553 (or Form 8832)

Once you’ve established your corporation, you will need to file Form 2553 (or Form 8832) with the IRS to get an S election approved by the IRS. This form must be filed within 15 days of forming your corporation. If you are a foreign corporation or not eligible for an S election, then you must file Form 8832 instead of 2553. In either case, it is best if these filings are made as soon as possible after formation so they don’t lapse while waiting approval or denial from the IRS

Conclusion

If you’re ready to form an S corporation in Ohio, you have a lot of work ahead of you. But it’s worth it! An S corporation is one of the most common business structures and provides many benefits, like pass-through taxation and limited liability protection. Make sure to follow all state laws when forming your new business so that everything goes smoothly from start to finish.