The Ohio LLC operating agreement is a legal document that would be used by any sized business that would like to establish the policies, standard operating procedures, member relations, and more, pertaining to their business. The document is not at all required in the State of Ohio to do business, however, without the document’s filing and placement with the State, the members may put their personal assets at risk should any legal claims arise against the business.
This document will offer protections to the members/owner by separating them from the business proper. In doing so, the members and their assets (personal) will be protected from liability. The business will remain responsible, should any judgement be brought against the business. This document will also provide tax benefits to the business that will not be available, until the document has been agreed upon, completed, and filed.
The members should read the document carefully. If the members should experience any difficulty in understanding the legalese of the form, they should consider a thorough consult with an attorney for clarification.
Table of Contents
Multi-Member – For use by entities that will have more than one (1) member. The document, upon completion and filing with the State, shall provide the needed separation between the owners and the company, in the event that any legal financial obligations should present themselves.
Single-Member – For use by a single owner who would like to outline the procedures and policies for their company. With the completion and filing of the document, the owner will separate themselves from their business, relieving them from any concerns with regard to their private assets.
Applicants attempting to file an LLC in Ohio should first ensure that their chosen business name is available for use. By conducting a for the name in the State’s records, it will be possible to verify its availability by making certain that the name is not deceptively similar to that of another business currently operating within the State.
Step 1 – Statutory Agent
All LLCs in Ohio must elect an agent for service of process on the company (legal action against the LLC). The agent may be a person with residence in the State or a corporation, partnership, or LLC that has a business address in the State.
Step 2 – LLC Type
It is important to know which LLC type to file as each will require its own set of forms. The following LLC types are available in Ohio:
- Domestic – An LLC formed within the State
- Foreign – A preexisting LLC formed in an outside jurisdiction
Step 3 – Registration Documents
The State accepts LLC filings by mail, however, Domestic applications may also be submitted online. Choose the link below which matches your LLC type and desired method of application.
- Domestic – Articles of Organization
- File – or Mail
- Foreign – Registration of a Foreign LLC
- File – Mail
Step 4 – Filing Fee
A $99 filing fee will be required in order for the Ohio Secretary of State to process your submission. The following methods of payment are accepted by their offices:
- Payment Online
- Major credit card
- Payment by Mail
- Check/money order maybe payable to the ‘Ohio Secretary of State’
- Credit card authorization form (included in application)
Online filers will be prompted to supply the fee upon completion of the application. If filing by mail, attach the fee and send all articles to the following address:
Ohio Secretary of State, P.O. Box 670, Columbus, OH 43216
Step 5 – Operating Agreement
The LLC operating agreement is an internal document used to establish operating procedures and policies for the company. Drafting an operating agreement is not mandatory; however, it is recommended as it provides proof of the rules and responsibilities agreed upon during formation.
Step 6 – Employer Identification Number (EIN)
Once you have filed with the Ohio Secretary of State, you should immediately apply for an Employer Identification Number (EIN). The EIN is used by the Internal Revenue Service to oversee the financial activity of entities operating in the country and it is entirely necessary if your business plans to hire employees or open bank accounts.
- Apply for an EIN by completing the or file by mail using Adobe PDF Form SS-4.
Step 1 – After the form has been downloaded, enter the company name into the first line on the document.
Step 2 – The Agreement – Submit the effective date of the agreement in dd/mm/yyyy format – Provide the following:
- Check the applicable box
- The required information
- Single-Member – Enter the company name and the state where it is located. Enter the business’s location. Submit the owner’s name and business address
- Multi-Member – Enter each member’s name and full address
Step 3 – Name and Principal Place of Business – Submit the following:
- The registered name provided to the company
- The address of the business
- The city of the physical location of the business
Review any remaining information and submit any required information in the lines provided.
- A date of the formation of the entity (dd/mm/yy)
- Read the information provided within the following titles:
Member Capitol Contributions –
- Check an applicable box
- Single-Members – Review
- Multi-Members – Submit each member’s name and enter their respective contribution amounts
- The members must read the remaining information
- Check the box that applies
- Single-Members – Review all of the information
- Multi-Members – Enter the names of each member. Provide Percentage Interests for each member
- Members may continue by reviewing all of the remaining information
Step 4 – Books, Records and Tax Returns –
- Check the appropriate box
- Review all information
Review the following titles:
- Bank Accounts
- Management of the Company
- Select and check the applicable box
- Single-Member – Read the information
- Multi-Members – Review
- Submit all appropriate limits agreed upon by the members, in each of the lines contained within the paragraph
Step 5 – Titled Sections – If applicable, check the box – Review the following:
- Meetings of Members – Enter the date of the annual meeting in dd/mm/yy format
- Assignment of Interests
- Ownership of Company Property (Single Owners)
- Right of First Refusal
- Admission of New Members
- Withdrawal Events
- Dissolution and Liquidation – Check the box that applies and review the information
- Representations of Members
- Certificates Evidencing Membership (Multi-Member) – Provide a company name. Enter an effective date (dd/mm/yyyy)
- Indemnification (Owners)
Step 6 – Signatures – Enter the following:
- The execution date of the document
- The signature of a company representative
- Members must submit signatures
All members must receive a copy of the document for their personal records. The members should keep the document in a secure location.