To form an Ohio LLC, or limited liability company, articles of organization must be filed with the secretary of state. An articles of organization form, which is required for filing, is provided by the secretary of state's office; articles of organization are not accepted in any other format. The same form is used for both for-profit and nonprofit LLCs.
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Check the secretary of state records regarding the availability of the name you want for your LLC. The name must be readily distinguishable from any other business name on file. The website for the secretary of state has a Name Availability Search feature that you can use (see Resources). The name for your LLC must contain the words "limited liability company" without any of the words abbreviated or you can use one of these abbreviations: "LLC," "L.L.C.," "limited," "ltd.," or "ltd."
Download Form 533a -- articles of organization -- from the secretary of state's website (see Resources).
Indicate at top right corner of page 1 of form 533a whether you want the secretary of state to expedite processing the form or if regular processing is sufficient. Expedite filings have a guaranteed filing time, but require an additional $100 fee. Regular filings will be processed as permitted by the daily workload.
Complete page 1 by checking the appropriate box indicating whether your LLC is for-profit or nonprofit and insert the name of your LLC. The remaining items on page 1 are optional.
Complete page 2 of form 533a by providing the name and address of your LLC's statutory agent. Ohio law requires every LLC to appoint a statutory agent to receive service of process on behalf of the LLC throughout the LLC's existence. The agent must sign where indicated on page 2 to signify his consent to acting as the LLC's statutory agent.
Date and sign page 3 of form 533a and submit it for filing as indicated on the first page. As of November 2010, a filing fee of $125 is required with the form. For regular process, mail the completed form and fee to Ohio Secretary of State, P.O. Box 670, Columbus, Ohio 43216. To expedite processing, include an additional check for $100 and send it to Ohio Secretary of State, P.O. Box 1390, Columbus, Ohio 43216.
- Form 533a -- articles of organization
Tips & Warnings
You can receive email notifications regarding the processing of the articles of organization, as well as future filings for your LLC, by subscribing for such notification on the secretary of state's website (see Resources).
Do not put a Social Security number or federal tax identification number (EIN) on any document to be filed with the secretary of state. The document will be rejected.
Ohio law does not require an LLC to have an operating agreement and, in most cases, where there is an operating agreement, it can be either written or oral. However, if the LLC has only one owner, known as a member, the LLC's operating agreement must be in writing. Also, an operating agreement for a multi-member LLC may have to be in writing in order for certain provisions to be effective such as an allocation of profits and losses that differs from the default allocation specified in the Ohio Revised Code Section 1705.10.
References & Resources
- Ohio Secretary of State: Name Availability Guide
- Ohio Revised Code: Section 1705.05 - Name
- Ohio Secretary of State: Filing Forms / Fee Schedule
- Ohio Revised Code: Section 1705.06 - Statutory Agent
- Ohio Revised Code: Section 1705.01(J) - Operating Agreement
- Ohio Revised Code: Section 1705.10 - Allocating Profits and Losses
- Ohio Secretary of State: Name Availability Search
- Ohio Secretary of State: Form 533A: Articles of Organization
- Ohio Secretary of State: Expedite Service
- Ohio Secretary of State: Filing Notification via Email