Ohio LLC Formation: SOS Filing Requirements & Annual Report 2025

How to form an Ohio LLC. Covers Ohio SOS filing, no annual report requirement, and OH naming rules.

Trademark Lens Team

Ohio LLCs cost $99 to form with NO annual report or franchise tax. One of the cheapest and simplest states for LLC formation. Online filing takes 3-5 business days. Ohio's no-maintenance requirement makes it attractive for passive income businesses and real estate holdings.

Ohio LLC Advantages

Ohio Secretary of State processes LLC formations. $99 filing fee. No annual report. No franchise tax.

Ongoing costs: $0/year unless you file amendments. Simplest state for maintenance compliance.

Total annual cost: $0 (only need registered agent if you choose professional service).

Name Requirements

Must contain "Limited Liability Company", "L.L.C.", "LLC", "Ltd. Liability Co.", "Ltd. Liability Company", "Limited", "Ltd."

Can't use restricted words: Bank, Trust, Insurance, Attorney. Ohio SOS rejects 14% of applications for name similarity.

Search Ohio Business Search database at businesssearch.ohiosos.gov. Free instant search.

Name reservation: $39, holds 180 days (6 months). Longest reservation period in US. Can't extend but can re-reserve.

Formation Process

File Articles of Organization (Form 533A) with Ohio Secretary of State. Online filing at ohio.gov/business or mail to Columbus office.

Required information: LLC name, statutory agent with OH address, organizer information, consent of statutory agent.

Formation cost: $99 filing + $39 name reservation (optional) = $99-138 one-time.

Statutory Agent Requirement

Ohio uses term "statutory agent" instead of "registered agent." Must have OH physical address (no PO boxes).

Can use yourself if you have OH address. Professional statutory agent: $100-250/year.

No Annual Report

Ohio DOES NOT require annual reports. Once formed, LLC remains in good standing indefinitely unless you file dissolution.

Compare to other states: California $800/year, Delaware $300/year, Illinois $75/year. Ohio = $0/year.

When to File

Only file if you change: Name, statutory agent, address, management structure.

Certificate of Amendment: $99. Can make multiple changes in single filing.

78% of Ohio LLCs never file anything after initial formation (until dissolution).

Ohio Tax Considerations

No state franchise tax. No gross receipts tax. Only pay Ohio income tax on profits (pass-through).

Ohio Commercial Activity Tax (CAT): Only applies if gross receipts exceed $150,000. Minimal for most small businesses.

CAT Tax Details

$150-$1M gross receipts: $150 minimum. $1M-$2M: 0.26% of receipts. Graduated rates up to 0.26%.

Most small LLCs pay $0 CAT tax if under $150K revenue. Much simpler than California's complex LLC fee schedule.

Operating Agreement

Not required to file or create by Ohio law. However, HIGHLY RECOMMENDED for multi-member LLCs.

Governs: Member voting rights, profit distribution, management authority, buyout procedures, dissolution process.

Real Estate Investors

Ohio LLCs popular for rental properties. $99 one-time cost. No annual fees. Simple compliance.

Many investors create separate LLC per property: "123 Main Street LLC". Limits liability. Ohio's $0 annual cost makes this affordable.

Series LLC Not Available

Ohio doesn't allow Series LLCs (unlike Delaware, Texas, Nevada). Must create separate LLC for each property if want liability separation.

Foreign LLC

LLCs formed in other states doing business in Ohio must register as foreign LLC. $99 filing fee.

No ongoing fees for foreign LLCs either. Same $0/year maintenance as domestic Ohio LLCs.

When Foreign Registration Required

Maintaining office in Ohio, owning/leasing Ohio property, conducting regular business in Ohio.

Selling products to Ohio customers via internet typically doesn't require foreign registration (passive sales).

Common Mistakes

Not filing despite $0 annual fee: Ohio requires NO annual filing. Don't waste money on unnecessary compliance services.

Choosing Delaware or Nevada instead: Those states charge $300-600/year. Ohio is $0/year. Unless you have specific reason (venture capital, going public), Ohio is superior for small business.

Not creating Operating Agreement: While not required, Operating Agreement protects you in disputes, especially multi-member LLCs.

Why Choose Ohio

Best for: Small businesses, passive income, real estate investors, side hustles. $0 annual cost means you can keep LLC open indefinitely for free.

NOT best for: Venture capital raising (VCs prefer Delaware C-Corps), going public, complex corporate structures.

Trademark Lens verifies Ohio LLC name availability before $99-138 formation costs.

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