Table of contents:
How To Dissolve An Llc In Ohio – Before you can do anything else, you must name your LLC. The Ohio rules for naming your LLC can be found in Ohio Rev. Code § 1706.07, but here are the basics. Your LLC name must:
Yes. Not ready to form an LLC yet, but have the perfect name in mind? You can reserve it by filing a name reservation with the Ohio Secretary of State for $39. This will reserve your business name for 180 days.
How To Dissolve An Llc In Ohio
The legal name of your LLC is the name that appears on your articles of incorporation. This is the official name of your company.
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A trade name, on the other hand, is another business name that your LLC may use for marketing or branding purposes. By definition, a business name is registered and protected by the Ohio Secretary of State. Once a business name is registered, no other business in Ohio can adopt it.
A fictitious business name is any name other than the legal name of your LLC that you use for your business. Like business names, fictitious business names must be registered with the Ohio Secretary of State. Unlike business names, fictitious business names do not have to be unique and are not protected.
Next, you’ll need a registered agent (called a “statutory agent” in Ohio). A registered agent is someone responsible for receiving legal mail (such as subpoenas or subpoenas) delivered to your business. Your registered agent can be you, another person, or a company that provides registered agent services (like us).
Yes. You can serve as the registered agent of your LLC in Ohio, but to do so you must include your address in the public records. You must also ensure that you are present at this address during normal business hours.
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Yes. To change your registered agent in Ohio, all you need to do is submit a Legal Agent Update form for $25 to the Ohio Secretary of State, Division of Business Services. You can apply online, by mail or in person.
After you have a business name and a registered agent, you can proceed to filling out the Articles of Association. These are the documents you send to the Ohio Secretary of State to officially form your LLC.
You must submit this form and the $99 fee to the Ohio Secretary of State online, by mail, or in person (by appointment).
To prevent your personal information from becoming public (and falling into the hands of marketers and data brokers), you must keep it completely out of this form. The only way to do this is to hire a registered agent to form your LLC.
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Whoever runs the LLC has the power to sign contracts, open bank accounts, hire and fire employees, and more. It’s a big decision.
Not sure which management structure is best for you? See our LLC vs. Membership page for more information.
An operating agreement is a document that sets the rules for how your business operates behind the scenes. It defines the basics, such as voting processes, partner contributions, conflict resolution, and even dissolution of the company if the time comes.
Ohio Rev. Code § 1706.08 explains what a carrier can and can’t do, but doesn’t say you have to have one.
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Although not technically required, an operating agreement is required. You need it to open a bank account, consolidate limited liability status and, if things go wrong, resolve internal disputes. Also, if you omit it, your LLC will automatically be subject to standard Ohio law.
A solid operating agreement covers all the major internal processes and issues your business may face. Here are some of the topics typically covered in an operating agreement:
Yes. You don’t need an operating agreement to resolve disputes with yourself, but you do need one to open a bank account, resolve disputes, and limit your LLC’s liability.
The EIN (Employer Identification Number) corresponds to your business’s Social Security number. The IRS assigns an EIN to your company and uses it to identify your LLC on tax returns. You can apply for an EIN for free on the IRS website. However, if you do not have a social security number, you must use a paper form.
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In most cases yes. The point of forming an LLC is to separate yourself from your business (and get liability protection). Legally, you only need an EIN if you have employees or multiple LLC members, or if your LLC is taxed as a corporation. However, obtaining an EIN for your Ohio LLC creates an additional layer of separation between your personal information and the LLC. Also, almost all banks require an EIN to open a business account. As an added bonus, an EIN for your LLC means you don’t have to give out your Social Security number to suppliers or potential business partners.
In January 2024, a new law will go into effect that will require most Ohio LLCs to file a Beneficial Ownership Information (BOI) report with the Financial Crimes Enforcement Network (FinCEN). LLCs established in 2024 must submit this report to the Secretary of State no later than 90 days after registration. Beginning in 2025, new LLCs must file no later than 30 days after registering their company. If your LLC was formed before 2024, you have until January 1, 2025 to file your first BOI report.
On the BOI report, you will need to provide identifying information about the business applicant and beneficial owners, as well as some information about the LLC itself.
A beneficial owner is anyone who owns at least 25% of your LLC or has significant control over its operations or finances.
Articles Of Dissolution
Your corporate filer is the person who filed your Ohio Articles of Incorporation with the Secretary of State, also known as the organizer of your LLC.
The full name, date of birth, address and state identification of each beneficial owner and applicant for your business. (LLCs formed before 2024 are not required to provide information to the corporate applicant.)
You must also list your LLC’s legal name, any business name or fictitious business name, physical business address, and EIN number (or Social Security number if your LLC does not have an EIN).
Starting in 2024, you can file this report online using the Beneficial Ownership Security System (BOSS). Sending BOI reports is free.
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Yes. If the information in your BOI report changes, e.g. For example, LLC members, business name or address, you must file an updated report within 30 days. Updating your report is done through BOSS and is free.
No. Unlike the statute, the BOI report is not visible to the public. The information in your BOI report is only available to government agencies, law enforcement agencies and financial institutions for the purpose of confirming the identity of the customer.
The strength of your limited liability depends on keeping your business and personal finances separate. To do this, you need a business account.
You have a business account – it’s time to put money into it. As a general rule, each member initially makes a one-time contribution to cover membership costs. This is usually done by depositing money into the LLC’s bank account. However, partners may also make initial contributions in the form of tangible goods or services. If you go this route, be aware that it may result in a taxable event.
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A member’s share is the percentage of ownership that a member has in an LLC. It is usually proportional to the member’s original contribution. So if you have a two-member LLC and each member invests $5,000 for a total of $10,000, each member has a 50% membership interest. Voting rights usually depend on the interests of the members, so in the above example each member would have equal voting rights.
Ohio does not require LLCs to file annual or biannual reports. However, Ohio also has a gross receipts tax called the Business Activity Tax (CAT). To pay this tax, your LLC must register with the Ohio Department of Revenue. All Ohio businesses with taxable gross receipts between $150,000 and $1,000,000 register and pay a minimum tax of $150 per year. Businesses with gross receipts over $1,000,000 pay $800 or more and report quarterly.
In addition to the business activity tax, Ohio LLCs are taxed under the standard “pass-through entity” tax classification. This means that the profit “flows” through the LLC itself and is distributed to the owners (members), who then report the profit as income on their personal tax returns. Profits from an Ohio LLC are subject to the federal self-employment tax rate (15.3%). LLCs can apply to the IRS to be taxed as an S-Corp or C-Corp.
*This comment is informative, not advice. This information is for informational purposes only and does not constitute or replace legal advice. This information is not intended to create, nor does its receipt, review, or use constitute an attorney-client relationship. See our Terms of Use for more information.
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