How to Register a Business in Ohio

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TLDR

When you register a business in Ohio, you’ll need to satisfy several requirements, allowing you to start your company legally and compliantly. Before registering, though, it’s a good idea to map out your business, including your location, your ideal customer, and your marketing and sales approach, to name a few topics. You can do this by drafting a business plan.
In Ohio, you can choose from several different types of business structures. One of the more prevalent business types is the sole proprietorship. If you operate as a sole proprietorship, you do not have to file your startup in Ohio formally. Instead, any profits or losses are reported on your personal tax return.
In addition to sole proprietorships, five other popular Ohio business entities include general partnerships, limited partnerships, limited liability partnerships, limited liability companies, and corporations.
You’ll also have to choose a name in choosing your startup’s structure. When picking a name for an LLC, corporation, or limited partnership, you’ll need to distinguish it from other business names already registered with the state. Further, your startup’s name must comply with Ohio’s naming conventions.
Next, after choosing your startup’s name, you need to identify a statutory agent (often referred to as a registered agent in other states). A statutory agent is an individual or a business that can receive legal and financial documents on behalf of the startup.
Finally, after completing the above steps, it’s time to submit your formation forms to Ohio’s Secretary of State. The State of Ohio provides sample forms for your use or review for new entities.
Depending upon your chosen entity for your startup, you will have your initial filing fee payment, any additional annual filings, and any taxes. For example, as stated above, you must pay a non-refundable $99 filing fee for registering a for-profit corporation, LLC, or a limited partnerships. You’ll need to file annual reports for your entity, requiring a filing fee.
If you founded a startup in a state other than Ohio but want to conduct business in Ohio, you’ll have to register your business as a foreign entity. Whether a business is a domestic or foreign entity depends upon where the startup was formed and which state governs its management and operation. For example, a registered startup in Ohio is a “domestic” startup. However, if you have a Delaware registered startup but want to conduct business in Ohio, your business would be considered a “foreign” startup.

As the 7th largest state by population in the United States, Ohio has earned its bragging rights for startups and entrepreneurs. In 2021, Ohio startups received $2 billion in outside investment, “reaching the $2 billion mark for the first time in a single year — and they hit that milestone all the way back in October,” according to TechOhio.

Cleveland’s JumpStart indicates that “between 2010 and 2020, startups and small businesses supported by the organization have generated $9.1 billion in economic impact.” And Cincinnati’s startups raised $650 million in 2021.

Small business numbers are equally impressive. In 2020, Ohio was home to just over 965,000 small businesses, employing 2.2 million people. Top small business industries include professional, scientific, and technical services; construction; retail trade; health care and social assistance; and accommodation and food services.

As you’re launching your startup and exploring where to locate your new business, this article will explore registering your business in Ohio.

When Do You Need to Register a Business in Ohio?

When you register a business in Ohio, you’ll need to satisfy several requirements, allowing you to start your company legally and compliantly. Before registering, though, it’s a good idea to map out your business, including your location, your ideal customer, and your marketing and sales approach, to name a few topics. You can do this by drafting a business plan.

To help guide you in drafting your business plan, you can check in with the U.S. Small Business Administration or SCORE, which focuses specifically on small businesses and startups. Ohio’s Department of Development also offers numerous resources for Ohio founders when starting a new business, in addition to resources specifically for entrepreneurs. Once you’ve identified some of the basics about your startup’s operation, it is time to register your business.

Below, we’ve broken the Ohio requirements into an easy step-by-step process.

Determine Your Business’s Entity Structure

Before registering your startup in Ohio, you must first determine your organization’s legal entity structure. When deciding upon your startup’s structure, it’s a good idea to discuss your options with your accountant or attorney, as they can advise you in detail about the ownership, management, tax benefits, and drawbacks of each structure.

In Ohio, you can choose from several different types of business structures. One of the more prevalent business types is the sole proprietorship. If you operate as a sole proprietorship, you do not have to file your startup in Ohio formally. Instead, any profits or losses are reported on your personal tax return.

In addition to sole proprietorships, five other popular Ohio business entities include:

General partnership
Limited partnership
Limited liability partnership
Limited liability company (for-profit and nonprofit)
Corporation (for-profit, nonprofit and professional)

For example, a limited liability company is an entity where the “[o]wners of an LLC are called members and may include individuals, corporations, other LLCs and foreign entities.” Members of the LLC enjoy a certain level of protection, and the LLC’s taxes are reported on each member’s tax returns.

In a c-corporation, the owners “may be one or more individuals, corporations, [or] other LLCs/foreign entities.” In these entities, the shareholders are taxed twice on their personal tax returns and again on the corporation’s tax return.

Founders must register their startups (typically online) for these types of entities with Ohio’s Secretary of State.

Choose Your Business’s Name

You’ll also have to choose a name in choosing your startup’s structure. When picking a name for an LLC, corporation, or limited partnership, you’ll need to distinguish it from other business names already registered with the state. Further, your startup’s name must comply with Ohio’s naming conventions.

You can check for available names by visiting Ohio’s business name search database. If you want to register a business with a “conflicting name,” you’ll need to obtain consent for the other business. Once permission is received, you must file a “Consent For Use of Similar Name” with the Secretary of State.

Reserved Names

Suppose you’re not ready to register your business in Ohio, but you want to preserve your startup’s name. In this case, you can reserve a business name, preventing another new business from taking the name. You can book your startup’s name for 180 days. After that, you’ll need to pay a $39 fee for new filings.

DBA or Assumed Names

Note that reserving a startup name is not the same as registering a “doing business as” or DBA name. DBA names are also called fictitious or assumed names. For corporations, limited partnerships, and limited liability companies, you’ll need to file a name registration form indicating the fictitious name, along with a filing fee of $39.

Suppose the founder chooses an assumed name rather than their personal name for sole proprietorships. In that case, the founder will need to file that assumed name with Ohio’s Secretary of State, even though the entity itself does not need to be registered. Further, founders with sole proprietorships must check with local and municipal business license offices before conducting business.

Identify Your Statutory Agent

Next, after choosing your startup’s name, you need to identify a statutory agent (often referred to as a registered agent in other states). A statutory agent is an individual or a business that can receive legal and financial documents on behalf of the startup. Unlike most other states in the U.S., Ohio permits the statutory agent to have a P.O. Box address.

Submit Your Formation Forms

Finally, after completing the above steps, it’s time to submit your formation forms to Ohio’s Secretary of State. The State of Ohio provides sample forms for your use or review for new entities.

For example, if you choose to register as a for-profit corporation, you will file an Articles of Incorporation application along with a non-refundable $99 filing fee.

For Ohio startups registering as an LLC, you will file Articles of Organization application, also along with a non-refundable $99 filing fee.

How Much Does It Cost to Register a Business in Ohio?

Depending upon your chosen entity for your startup, you will have your initial filing fee payment, any additional annual filings, and any taxes. For example, as stated above, you must pay a non-refundable $99 filing fee for registering a for-profit corporation, LLC, or limited partnership.

You’ll need to file annual reports for your entity, requiring a filing fee.

Additionally, most Ohio startups must apply for specific business licenses or permits through Ohio’s Department of Taxation and local municipalities, which all may have separate filing fees.

To help founders complete all business filings and registrations, Ohio has created an online filing system called Ohio Business Central.

How to Register a Business in Ohio that Started in Another State

If you founded a startup in a state other than Ohio but want to conduct business in Ohio, you’ll have to register your business as a foreign entity. Whether a business is a domestic or foreign entity depends upon where the startup was formed and which state governs its management and operation.

For example, a registered startup in Ohio is a “domestic” startup. However, if you have a Delaware registered startup but want to conduct business in Ohio, your business would be considered a “foreign” startup.

Let’s look at an example. Suppose you have a Delaware corporation, but you’d like to conduct business in Ohio. Then, you can complete a Registration of a Foreign Limited Liability Company, Foreign For-Profit Corporation Application for License, a Certificate of Foreign Limited Partnership, or a Statement of Foreign Qualification: Limited Liability Partnership, along with the applicable filing fee.

The Benefits of Registering a Business in Ohio

There are many benefits associated with registering your startup in Ohio. Let’s look at some top ones:

Availability of capital
Affordable living
Community support, with a mentality of “buy locally in Ohio”
Opportunities to network
Numerous incubators and accelerators
An up-and-comer in the technology sector, including the high-tech manufacturing sector
Lower taxes
Easily navigable regulations
No corporate income tax
Low state income tax

The Limitations Associated with Registering a Business in Ohio

There aren’t that many limitations associated with registering your startup in Ohio. However, here are a couple of points to keep in mind:

A tight, competitive labor market
Lack of economic diversity.

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At AbstractOps, we help early-stage founders streamline and automate regulatory and legal ops, H.R., and finance so you can focus on what matters most—your business.

If you’re looking for help registering your Utah startup, we can get your documentation ready, overall shepherding this process to ensure it’s done right. Get in touch with us.

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Note: Our content is for general information purposes only. AbstractOps does not provide legal, accounting, or certified expert advice. Consult a lawyer, CPA, or other professional for such services.

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