If you are considering Incorporating your business in Ohio, you must follow the following requirements:
Corporate Name:
The name of your business must be distingushible from any other registered Ohio registered businesss as well as any names that have been previously reserved. Your business name may not have any language implying or stating that the company is affiliated with a government entitity and may the name may not imply that it is organized for an unlawful purpose. Finally, corporate names must included the term "Incorporated", "Corporation", "Company", or an abreviation of these terms. (Inc, Corp, Co, etc...).
Articles of Incorporation:
To establish a corporation in Ohio, you must file Articles of Incorporation. Most online incorporation sites, like American Incorporators will help you fill out the necessary forms. Your Articles of Incorporation must include the number of incorporators (one or more), the name and addres of each incorporator, and the company purpose.
When incorporating in Ohio, you must also list the number of Directors in your Articles of Incorporation. In Ohio the minimum number of directors for a corporation is 1 and there are are no eligibility requirements for directors. Your articles of incorporation however, may create qualifications for directories of your company.
Your articles must include the number of shares and par value of those shares that the company is initally autorizing to issue, the initial state capital of the company (if any), and the adress of the corporation's corporate office.
In addition to the required provisions, you may also include some optional provisions when incorporating in ohio such as the names and addresses of the initial directoris, the company's purpose, provisions to regulate how the buinsess will be managed, the duration of the company if you don't want the company to exist forever, shareholder liabilities for coporate debts, and limitations on monitary damages for directors and officers of the corporation to the company or shareholders in certain situations.
Bylaws & Company Regulations
Although companies that are incorporating in ohio do not have to file their Bylaws with the state they are required to have them and maintain them at their primary place of business. Additionaly, as part of the incorporation process, the board of directors or shareholders must adopt initial bylaws.
Officer Information
Coporate offices are elected by the companies directors. Each company is requred to have at least a president, a secretary, and a trasurer. Any officer may hold more than one office in the cmpany.
Statutory Agent
Every corporation in Ohio is required to have a statutory agent in Ohio. A statutory agent is the person or office designated to receive official state correspondence and notice if a lawsuit is filed against the company. The statutory agent must be either a citizen residing in the state, or an Ohio corporation with authority to transact business in Ohio and having a business address in Ohio. A written acceptance by the statutory agent must be filed with the articles.
If you are creating your business thorugh an online broker, most of these brokers offer statutory agent services.
Annual Reporting
When you incorporate your business in Ohio, you must file an annual report with the Ohio Tax Commissioner each year by March 31st. The annual report should include the company's name, address of incorporation, location of its principal office and primary place of business (if outside of ohio), name and addresses of the officer or agent of the corporatio, names and addresses of the primary officers and statutory agent, type of business, the date of the company's year-end business cycle, and any other information that the Tax Commissioner may require. (additional information can be found at tax.ohio.gov.
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