Ohio LLC Formation Requirements

The Ohio LLC framework

Ohio LLC law was substantially modernized in February 2022 when the Ohio Revised LLC Act (O.R.C. Chapter 1706) replaced the prior 1705 framework. The new Act is closer to the Revised Uniform LLC Act and resolves several ambiguities that plagued Ohio LLC formation for years — most notably around series LLCs (now expressly permitted), member contributions, fiduciary duties, and the operating agreement’s relationship to the statutory defaults.

For a new Ohio business, the formation process is relatively straightforward: choose a name, appoint a statutory agent, file Articles of Organization with the Secretary of State, draft an operating agreement (even if not statutorily required), register for any applicable state taxes, and obtain any local or industry-specific licenses.

Articles of Organization (Form 533A)

The Articles of Organization is the document that creates the Ohio LLC. Required content per O.R.C. § 1706.16:

LLC name — must end in “LLC,” “L.L.C.,” or “Limited Liability Company.” The name must be distinguishable from any other entity registered with the Ohio Secretary of State. Reserve the name in advance with Form 534B ($39) if you need time before filing.
Effective date — optional. Defaults to the filing date if omitted. Can be deferred up to 90 days.
Period of existence — optional. Defaults to perpetual.
Statutory agent name and address — an individual Ohio resident or a qualified Ohio business entity. The address must be a physical Ohio street address (no PO box).
Statutory agent acceptance — Form 532B signed by the agent, filed concurrently or attached.

Current filing fee: $99 (standard processing, typically 3–7 business days) or $199 (expedited, typically 24–48 hours). Filings are made through the Ohio Business Filings portal at the Secretary of State website.

Operating agreement essentials

Ohio does not require a written operating agreement, but operating without one is operating under the statutory defaults — which are usually not what members would negotiate if given a blank page. A defensible Ohio operating agreement covers:

Members and capital contributions — identity of members, initial capital contributions (cash, property, services), and rules for future contributions.
Membership interests and allocations — percentage interests, profit and loss allocation, and distribution rules.
Management structure — member-managed or manager-managed (O.R.C. § 1706.34 et seq.). Manager-managed LLCs need a clear scope of manager authority.
Voting rights — what decisions require unanimous consent, supermajority, or simple majority.
Fiduciary duties — the duty of loyalty and care under O.R.C. § 1706.31 can be modified by the operating agreement within statutory limits.
Transfer restrictions — buy-sell provisions, rights of first refusal, drag-along/tag-along rights for multi-member LLCs.
Dissolution and winding-up — triggers, allocation of remaining assets, and wind-down procedures.
Tax treatment elections — partnership (default for multi-member), disregarded entity (default for single-member), or corporate tax election.

Commercial Activity Tax (CAT) — Ohio’s gross-receipts tax

The CAT under O.R.C. Chapter 5751 applies to Ohio business activity, with substantial 2024 reforms that expanded the exemption:

Exemption threshold: the first $3 million of taxable gross receipts per calendar year is exempt (raised from the prior $150,000 threshold). Most very small Ohio businesses owe no CAT under current law.
Rate: 0.26% of taxable gross receipts above the exemption.
Registration: businesses with gross receipts above $150,000 historically were required to register; the new $3M threshold has reduced registration requirements, but confirming with the Ohio Department of Taxation is still recommended.
Filing: typically quarterly for businesses with $1M+ in gross receipts; annual for smaller filers.
What’s NOT a CAT base: investment income, dividends, capital gains, and most pass-through receipts.

Vendor license and sales tax (O.R.C. Chapter 5739)

If your Ohio business sells tangible personal property at retail or provides selected taxable services, a vendor license is required before the first sale:

Regular Vendor License — issued by the county auditor in the county where the business has a fixed place of business. One-time fee of $25 per location.
Transient Vendor License — issued by the Ohio Department of Taxation for businesses without a fixed Ohio location. Allows statewide selling.
Service Vendor License — for service providers of certain taxable services.
Delivery Vendor License — for businesses delivering taxable property into Ohio from outside the state.

State sales tax rate is 5.75%; counties and transit authorities add 0.25%–2.25%, bringing total rates to 6.5%–8% across most Ohio counties.

Employer registration

If your Ohio LLC has employees, you must register for:

Federal EIN — IRS Form SS-4 or online application. Required for nearly every business hiring employees.
Ohio Department of Job and Family Services (ODJFS) — unemployment insurance tax. Registration via the JFS-20100 form or online portal.
Ohio Bureau of Workers’ Compensation (BWC) — mandatory workers’ compensation coverage for nearly all Ohio employers under O.R.C. Chapter 4123. Registration is required before hiring the first employee.
Ohio Department of Taxation — employer withholding registration for state income tax withholding.
New hire reporting — Ohio requires new-hire reports within 20 days of hire to the Ohio New Hire Reporting Center.

Annual filing requirements (or lack thereof)

One of Ohio’s small-business-friendly features: no annual report is required for Ohio LLCs. The Secretary of State does not impose recurring filings to keep the LLC in good standing. However:

Changes to the statutory agent must be filed (Form 521, $25).
Annual federal and Ohio income tax returns are still required.
Quarterly or annual CAT returns are required for businesses above the $3M threshold.
Vendor licenses must be kept current.
BWC coverage and ODJFS reporting continue for employers.

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The templates in these packs use standard US small-business terms. Ohio-specific filings (Articles of Organization Form 533A, vendor license, BWC registration, CAT filings) must be filed directly with the State of Ohio — they cannot be generated from any template pack — but the business-side paperwork that surrounds them is exactly what these packs cover.

Related resources

Ohio LLC formation FAQs

How do I form an Ohio LLC?

Ohio LLC formation is governed by Ohio Revised Code Chapter 1706 (the Ohio Revised Limited Liability Company Act, effective February 2022). You file Articles of Organization (Form 533A) with the Ohio Secretary of State. The required content: LLC name ending in "LLC," "L.L.C.," or "Limited Liability Company"; the effective date (optional); the period of existence (optional, default perpetual); and the name and Ohio address of the statutory agent. The current filing fee is $99 ($199 expedited).

What is a statutory agent in Ohio?

Under O.R.C. § 1706.09, every Ohio LLC must maintain a statutory agent (Ohio's term for registered agent) with a physical Ohio street address (not a PO box). The agent receives service of process and official state correspondence. The agent can be an individual Ohio resident or a business entity authorized to do business in Ohio. The agent's consent (signed Form 532B or equivalent) is filed with the Articles of Organization.

Does Ohio require an LLC operating agreement?

No statute requires a written operating agreement, but it is heavily inadvisable to skip one. Without an operating agreement, default provisions of O.R.C. Chapter 1706 govern member relationships, profit/loss allocation, management, and dissolution — and the defaults rarely match what members would actually negotiate. For multi-member LLCs, an operating agreement is essential. For single-member LLCs, it still helps reinforce the liability shield by demonstrating the LLC operates as a separate entity.

What is the Ohio Commercial Activity Tax (CAT)?

The CAT (O.R.C. Chapter 5751) is a gross-receipts-based tax applied to Ohio business activity. As of 2024 reforms, the CAT exempts the first $3 million of taxable gross receipts per year — so most very small Ohio businesses pay no CAT. Businesses above the threshold pay 0.26% on receipts over $3 million. Registration with the Ohio Department of Taxation is still typically required to confirm the exemption applies. The CAT replaced the older franchise tax and corporate income tax for most entities.

Does Ohio have a state personal income tax?

Yes. Ohio has a graduated state personal income tax that has been progressively reduced in recent years; for 2026 the top rate sits around 3.5% on taxable income above the highest bracket. LLC members report their share of Ohio LLC income on their personal Ohio IT 1040 (for residents) or IT 1040 nonresident filing. The Business Income Deduction (O.R.C. § 5747.01(A)(31)) allows a deduction of up to $250,000 of business income per filer at preferential rates.

Does Ohio require a vendor license for sales tax?

Yes. Under O.R.C. Chapter 5739, any business making retail sales of tangible personal property or selected services in Ohio must obtain a vendor license. There are two main types: a regular vendor license (issued by the county auditor where the fixed place of business is located) and a transient vendor license (state-issued, for businesses without a fixed Ohio location). The state sales tax rate is 5.75%, with county and transit-authority sales taxes adding 0.25%–2.25% on top.

What is the Ohio annual filing requirement for an LLC?

Ohio does NOT require LLCs to file an annual report with the Secretary of State (unlike many other states). However, the LLC must keep its statutory agent and address current — changes are filed via Form 521 ($25 fee). The LLC must also file annual federal and Ohio income tax returns and any applicable CAT returns. A "biennial filing" requirement existed historically but was repealed.

What licenses does my Ohio small business need beyond LLC formation?

Beyond entity formation and vendor licensing, requirements depend on the industry: state professional licenses through the Ohio eLicense system for regulated professions (accounting, real estate, cosmetology, contracting trades, etc.); local business licenses or permits required by some Ohio municipalities; employer registration with the Ohio Department of Job and Family Services for unemployment insurance and the Bureau of Workers' Compensation (mandatory for most employers); and federal EIN from the IRS. Always check both state and local requirements before opening.