To form a for-profit corporation in Ohio, you file Initial Articles of Incorporation (Form 532A) with the Ohio Secretary of State and pay a $99 filing fee. Most incorporators file online through Ohio Business Central and receive confirmation within a few business days. The document itself is short: Ohio law requires only four pieces of information, plus a signed appointment of a statutory agent.
What the Articles Must Contain
Ohio Revised Code 1701.04 sets the required contents of the articles.1Ohio Legislative Service Commission. Ohio Code 1701.04 – Articles of Incorporation Every filing needs:
- A corporate name that meets Ohio’s naming rules.
- The city and county in Ohio where the principal office will be located. A full street address is not required, and the principal office does not have to match the statutory agent’s address.2Ohio Secretary of State. Initial Articles of Incorporation (For Profit, Domestic Corporation)
- The total number of authorized shares, and whether those shares have par value or no par value.
- The signature of at least one incorporator. Incorporators do not have to be future shareholders or directors.
A separate signed appointment of a statutory agent must be filed with the articles. Without it, the Secretary of State will not accept the filing.
Corporate Name Rules
Your name must end with, or include, one of these words or abbreviations: Company, Co., Corporation, Corp., Incorporated, or Inc.3Ohio Legislative Service Commission. Ohio Code 1701.05 – Corporate Name, Transfer, Reservation That list is exclusive. Names containing “Benefit” or “B-” before the corporate ending are reserved for benefit corporations, and the name cannot suggest a connection to any government agency.
The name also has to be distinguishable on the Secretary of State’s records from every other registered corporation, LLC, limited partnership, and trade name in Ohio. Swapping “Inc.” for “Corp.,” changing punctuation, or using a different tense of the same word will not satisfy that test.
Search the Secretary of State’s business database before filing to confirm availability.4Ohio.gov. Business Search If you want to hold the name while you finish preparing to file, Ohio lets you reserve it in writing for 180 days, and the reservation is transferable.
Authorized Shares and Par Value
Authorized shares are the maximum the corporation can ever issue without amending its articles. This is not the same as the number you plan to issue to founders on day one. Small corporations commonly authorize a round number like 1,000 or 1,500 shares and issue only a portion at the start, keeping the rest available for future investors or employees.
You also pick between par value shares and no par value shares. Par value sets a minimum stated price per share in the articles. No par value leaves the price to the board, which is easier when shares will be sold at different prices over time. Banking, safe deposit, trust, and insurance corporations may not issue no-par-value shares under Ohio law.
Statutory Agent
Every Ohio corporation must appoint a statutory agent to receive lawsuits and official notices.5Ohio Legislative Service Commission. Ohio Code 1701.07 – Statutory Agent, Cancellation and Reinstatement of Articles Ohio calls this role “statutory agent” rather than “registered agent,” but it is the same function. The agent must be either an Ohio resident or a business entity with a physical office in the state. A P.O. box does not qualify. The location has to be open during normal business hours with someone present who can accept legal documents.
The appointment section requires two signatures: the incorporators appointing the agent, and the agent accepting the role. Both appear on page three of Form 532A. Many incorporators name themselves as the initial agent. Commercial services generally charge between $50 and $300 per year if you prefer a dedicated provider.
If your agent later dies, moves out of state, or resigns, the corporation must file a new appointment right away. Letting the agent lapse does not shield the corporation from suit. Plaintiffs can serve the Secretary of State directly, along with a $5 fee, and the state forwards the papers to the corporation’s last known address by certified mail.
Optional Provisions
Only four items are required, but the articles can also include:
- A purpose clause. If you leave this out, Ohio defaults to allowing any lawful business activity, so most incorporators skip it to avoid accidentally narrowing the corporation’s scope. Licensed industries sometimes benefit from a specific purpose statement.
- A delayed effective date, up to 90 days after filing, which is useful if you need to align the corporation’s start with a closing or a tax year.
- An initial stated capital amount.2Ohio Secretary of State. Initial Articles of Incorporation (For Profit, Domestic Corporation)
How to File
Online
Ohio Business Central is available 24 hours a day and walks you through each required field. The Secretary of State reports faster processing times and lower rejection rates for online filings than for paper.6Ohio Secretary of State. Business Filing Forms and Fee Schedule
Paper
Download Form 532A from the Secretary of State’s website. The current version was last revised in October 2024. A few formatting rules routinely cause rejections: the form must be typed rather than handwritten, printed single-sided on 8.5-by-11-inch paper, and must not contain any Social Security or tax identification numbers.
Regular paper filings go to P.O. Box 670, Columbus, OH 43216. Expedited filings go to P.O. Box 1390, Columbus, OH 43216.
Fees
The base fee is $99 by statute and applies to online and paper filings alike.7Ohio Legislative Service Commission. Ohio Revised Code 111.16 – Fees to Be Charged and Collected by Secretary of State Three expedited tiers add to that:
- Expedite 1: additional $100 for two-business-day processing.
- Expedite 2: additional $200 for one-business-day processing.
- Expedite 3: additional $300 for four-hour processing, available only if delivered in person by 1:00 p.m. Anything after 1:00 p.m. is processed by noon the next business day.
Common Reasons Filings Are Rejected
- The name is already taken, too similar to an existing entity, or missing a required corporate ending.
- The statutory agent acceptance is unsigned, or the address is a P.O. box.
- The form is handwritten, printed double-sided, illegible, or contains a Social Security number.
- The authorized shares are missing, or the par-value/no-par-value designation is left off.
When a filing is rejected, the Secretary of State sends a notice explaining the deficiency. Correct and resubmit. The $99 fee generally applies again with each new submission.
What to Do After the Articles Are Accepted
Hold the Organizational Meeting
Ohio requires an organizational meeting after incorporation to adopt regulations (bylaws), appoint officers, and receive share subscriptions.8Ohio Legislative Service Commission. Ohio Revised Code Chapter 1701 – General Corporation Law If the articles name initial directors, a majority of them call the meeting. If not, the incorporators either hold the meeting themselves to elect directors, or receive share subscriptions and then call shareholders to elect directors. The meeting can happen inside or outside Ohio, and unanimous written consent can substitute for a live meeting.
There is a soft deadline. If regulations are not adopted within 90 days of formation, the process for adopting them becomes more formal, so getting bylaws in place early is worth the effort.
Get an EIN
Almost every corporation needs a federal Employer Identification Number to open a bank account, hire employees, or file tax returns. The IRS issues EINs for free through its online application. Apply after the state filing is accepted. Applying before the entity exists can delay the application.9Internal Revenue Service. Get an Employer Identification Number
Decide on S-Corporation Status
By default, a new corporation is taxed as a C-corporation and pays federal income tax at 21% on its taxable income.10Office of the Law Revision Counsel. 26 USC 11 – Tax Imposed To pass income through to shareholders instead, file IRS Form 2553 no later than two months and 15 days after the beginning of the tax year the election is to cover.11Internal Revenue Service. Instructions for Form 2553 For a corporation formed mid-year, that clock starts on the date of incorporation. Miss the window, and the election waits until the next tax year.
Know the Ohio Tax Picture
Ohio has no traditional corporate income tax or franchise tax. It has the Commercial Activity Tax, which for tax years 2025 and forward applies only to businesses with more than $6 million in annual Ohio taxable gross receipts.12Ohio Department of Taxation. Commercial Activity Tax (CAT) Most new small corporations sit well below that threshold, but track it as revenue grows: businesses that exceed it must register within 30 days.
Keep the Statutory Agent Current
Ohio does not require for-profit corporations to file annual reports with the Secretary of State. The main ongoing state obligation is simply keeping a valid statutory agent on file. If that lapses and the state cannot reach the corporation, the Secretary of State can eventually cancel the articles, which dissolves the corporation. Updating your agent whenever the person or address changes is the cheapest way to preserve the entity you just created.