How to Form an LLC in Ohio 2026: Complete Guide

Forming an LLC in Ohio provides liability protection and tax flexibility for your business. Ohio has reasonable filing fees and a straightforward process with online filing available. This guide covers everything from choosing a name to maintaining annual compliance with Ohio's unique reporting requirements.

Why Form an LLC in Ohio?

• Limited Liability Protection: Personal assets protected from business debts
• Pass-Through Taxation: Avoid double taxation (profits taxed once)
• Flexible Management: Member-managed or manager-managed options
• Reasonable Costs: $99 filing fee (lower than many states)
• Business-Friendly: Strong economy and central location
• No Annual Report Fee: Unlike many states, no ongoing state filing fee

Step-by-Step Formation Process

Step 1: Choose Your LLC Name

Your Ohio LLC name must comply with ORC § 1705.05:

• Be distinguishable from existing Ohio business names
• Include "Limited Liability Company," "LLC," or "L.L.C."
• Not contain restricted words ("bank," "insurance," "university") without licensing
• Not suggest government affiliation

Name Search: Check Ohio Business Search

Name Reservation (Optional):

• Reserve name for 180 days
• File Form 534 online or by mail
• Fee: $39

Step 2: Designate a Statutory Agent

Every Ohio LLC must have a statutory agent (ORC § 1705.06):

• Has physical Ohio street address (no P.O. boxes)
• Available during normal business hours
• Can be an Ohio resident OR business entity authorized in Ohio
• Receives legal documents and official correspondence

Options:

• Self-serve: You can be your own statutory agent if Ohio resident
• Professional Service: Hire registered agent company ($125-$300/year)

Step 3: File Articles of Organization

Submit Form 533A to Ohio Secretary of State:

Filing Options:

• Online: Ohio Business Services (1-3 business days) - $99
• By Mail: Send to Columbus office (5-7 business days) - $99
• Expedited Service: Not available for standard LLC filings

Required Information:

• LLC name
• Principal office address (can be out of state)
• Statutory agent name and Ohio street address
• Name and address of organizer
• Purpose (can be "any lawful purpose")

Step 4: Create an Operating Agreement

Not required by state law, but strongly recommended:

• Defines ownership percentages
• Outlines management structure and authority
• Profit and loss distribution
• Voting procedures
• Buy-sell provisions
• Dissolution procedures
• Helps establish LLC as separate legal entity

Step 5: Obtain an EIN

Get free Employer Identification Number from IRS:

• Online: IRS.gov (immediate) - recommended
• By Fax: 4 business days
• By Mail: 4-6 weeks

When Required:

• Multi-member LLCs (always required)
• Opening business bank account
• Hiring employees
• Filing tax returns

Complete Cost Breakdown

Ongoing Requirements

No Annual Report Required

Unlike most states, Ohio does NOT require annual reports or franchise tax for LLCs:

• No annual state filing
• No annual state fee
• Simply maintain good standing and statutory agent

Update Address Changes

If your principal office or statutory agent changes:

• File Form 538 (Statement of Change of Agent)
• Fee: $25
• File within 90 days of change

Tax Obligations

• Federal Taxes: File Form 1065 (multi-member) or Schedule C (single-member)
• Ohio Commercial Activity Tax (CAT): Only if gross receipts exceed $150,000
• Municipal Income Tax: May be required in some Ohio cities
• Sales Tax: Register if selling goods or taxable services
• Employer Taxes: If you have employees

Ohio Commercial Activity Tax (CAT)

Ohio's gross receipts tax applies to most businesses (ORC § 5751):

Key Details

• Threshold: Only if annual gross receipts exceed $150,000
• Small Business Exclusion: First $1 million exempt
• Rate: $150 minimum + 0.26% of receipts over $1 million
• Filing: Quarterly (if over $1 million/year) or annually
• Most small LLCs: Owe $0

Registration

• Register online at Ohio Department of Taxation
• No fee to register
• Only required if you exceed threshold

Business Licenses and Permits

State-Level

• No general state business license required in Ohio
• Industry-specific licenses may be needed (contractors, healthcare, food service, etc.)

Local Level

• Municipal business license: Required in some Ohio cities
• Zoning permits: May be required depending on location
• Sales tax permit: If selling goods ($0 fee)
• Check with local city hall or county

Municipal Income Tax

Many Ohio cities levy income tax on businesses:

How It Works

• Rates vary by city (typically 0.5% - 3%)
• Based on net profit (not gross receipts)
• Applies where business operates (not where you live)
• Some cities have $0 filing thresholds, others require registration regardless

Common City Rates (2026)

• Columbus: 2.5%
• Cleveland: 2.5%
• Cincinnati: 2.1%
• Toledo: 2.25%
• Akron: 2.5%

Professional LLCs

Ohio allows certain licensed professionals to form Professional LLCs (ORC § 1705.041):

Who Must Form Professional LLC

• Attorneys
• Physicians and healthcare providers
• Dentists
• Veterinarians
• Architects
• Engineers
• Accountants

Additional Requirements

• All members must be licensed in same profession
• Name must indicate professional nature
• May require approval from licensing board
• Does not shield from malpractice liability

Operating an Out-of-State LLC in Ohio

If formed in another state but doing business in Ohio, must register as foreign LLC:

When Required

• Maintaining an office in Ohio
• Regularly conducting business in Ohio
• Owning or leasing real property in Ohio

Foreign LLC Registration

• File Form 534A (Application for Registration)
• Fee: $99
• Designate Ohio statutory agent
• Submit Certificate of Good Standing from home state
• No annual report required (same as domestic LLC)

Dissolving an Ohio LLC

To officially close your Ohio LLC:

1. Vote to Dissolve: Members approve per operating agreement
2. Wind Up Business: Pay debts, distribute assets, cancel licenses
3. File Certificate of Dissolution: Form 561 with Secretary of State
4. Fee: $39
5. File Final Tax Returns: Federal and Ohio (if applicable)
6. Cancel CAT Registration (if registered)

Frequently Asked Questions

How long does it take to form an LLC in Ohio?

Online filings typically process within 1-3 business days. Mail filings take 5-7 business days. Ohio does not offer expedited processing for LLC formations.

Do I need an Ohio address to form an Ohio LLC?

No. Your principal office can be anywhere. However, you MUST have an Ohio statutory agent with a physical Ohio street address. If you're out of state, you'll need to hire a registered agent service.

Does Ohio have an annual report for LLCs?

No. Ohio is one of the few states that does NOT require annual reports or franchise taxes for LLCs. This makes Ohio very affordable for ongoing LLC maintenance compared to states like California ($800/year) or Delaware ($300/year).

What is Ohio CAT tax?

The Commercial Activity Tax is Ohio's gross receipts tax. You only pay it if annual gross receipts exceed $150,000. Even then, the first $1 million is excluded. Most small businesses owe $0. If you do owe, minimum is $150/year.

Can one person form an LLC in Ohio?

Yes. Ohio allows single-member LLCs. The process is identical to multi-member LLCs. You still get liability protection. For federal taxes, single-member LLCs are "disregarded entities" (taxed as sole proprietorships) unless you elect corporate taxation.