Ohio Articles of Incorporation: Definition, Purpose

What are Ohio Articles of Incorporation?

Ohio articles of incorporation is a legal document that must be filed with the Ohio Secretary of State to establish a new corporation. The purpose of articles of incorporation is to provide the state with information about the business.

Until your articles are approved by the State, the corporation does not legally exist. Once the articles have been approved and process, a business can move forward with operations and apply for an EIN, open business bank accounts, and acquire all necessary licenses and permits.

How Do I Find Articles of Incorporation in Ohio?

The Ohio Secretary of State provides forms for new business owners to make the drafting and filing process more simple. To find a PDF of Ohio articles of incorporation, follow these steps:

1. Go to the Ohio Secretary of State website.
2. Click on the “Businesses” tab at the top of the page.
3. Scroll down and click “Forms and Fees”.
4. Select the type of corporation you are forming.

From here, you will have access to all the forms necessary to run a corporation in Ohio along with the fees the state charges to file these documents. It is important that you know the type of corporation you wish to establish because each entity will have varying forms and fees.

Does Ohio Require Articles of Incorporation?

Yes. Ohio requires articles of incorporation to establish a new corporation. Without this formation document, the business will not be a legal entity.

Ohio Articles of Incorporation Example

[Your Company Name]

ARTICLES OF INCORPORATION

OF

[YOUR COMPANY NAME]

An Ohio For-Profit Corporation

I. NAME

The name of this corporation is [Your Company Name].

II. PURPOSE

The purpose for which this corporation is organized is to engage in any lawful act or activity for which a corporation may be organized under the Ohio General Corporation Law.

III. AUTHORIZED SHARES

This corporation is authorized to issue two classes of shares designated as "Common Stock" and "Preferred Stock." The total number of shares that this corporation is authorized to issue is [Total Number of Shares], of which [Number of Common Shares] shall be Common Stock, and [Number of Preferred Shares] shall be Preferred Stock.

A. Common Stock

1. Voting Rights: Each holder of Common Stock shall be entitled to one vote for each share of Common Stock held on all matters submitted to a vote of shareholders.

B. Preferred Stock

1. The Preferred Stock may be issued in one or more series, each with such designation, rights, preferences, and limitations as the Board of Directors may determine by resolution. The Board of Directors is expressly granted the authority to determine and alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock.

IV. REGISTERED OFFICE AND AGENT

The address of the initial registered office of this corporation in the State of Ohio is:

[Registered Office Street Address] [City, State, Zip Code]

The name of its initial registered agent at that address is [Registered Agent's Name].

V. INCORPORATOR

The name and address of the incorporator are:

[Incorporator's Name] [Incorporator's Street Address] [City, State, Zip Code]

VI. DIRECTORS

The number of directors constituting the initial board of directors is [Number of Directors], and the names and addresses of the persons who are to serve as the initial directors are:

[Director 1's Name] [Director 1's Street Address] [City, State, Zip Code]

[Director 2's Name] [Director 2's Street Address] [City, State, Zip Code]

[Additional Directors, if applicable]

IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named, has executed these Articles of Incorporation on this [Day] day of [Month], [Year].

[Incorporator's Name]

[Note: This is a basic example of Articles of Incorporation for a for-profit business in Ohio. Depending on the specific circumstances and requirements of your company, additional provisions may need to be included. It is always recommended to consult with an attorney or other qualified professional to ensure your Articles of Incorporation comply with all applicable laws and regulations.]

How Do I Fill Out Articles of Incorporation in Ohio

In Ohio, articles of incorporation can either be filed online or you can download a fillable PDF, draft your articles, and then submit the form to the Secretary of State. Ohio requires a filing form cover letter which can be found with the articles of incorporation.

Ohio requires the following information in articles of incorporation:

• Corporate name. All corporate names must include a corporate ending and be in compliance with Ohio Revised Code §1701.05.
• Principal Office. Must be a physical location in Ohio.
• Effective date. Typically, the effective date of a corporation is the day the articles are filed. However, you can choose a future effective date as long as it is less than 90 days after filing.
• Shares. The number of shares the corporation is authorized to issue. You must specify the type and par value of shares.
• Initial capital. If the corporation is to have an initial stated capital you must disclose the amount of that stated capital.
• Business purpose. The business purpose can be included but is not required. A typical response is “for any purpose or purposes for which individuals lawfully may associate themselves.”
• Registered agent. The registered agent is the person designated to receive legal documents on behalf of the corporation. All incorporators must sign to elect the registered agent, and the agent must sign to accept the appointment.
• Signatures. Incorporators must sign the articles of incorporation before filing.

Ohio provides the option to add additional provisions for the record not included on the standard form. If you are unsure if you need additional articles or have any questions about drafting this legal document, it is encouraged that you seek the advice of a business attorney. An attorney can provide drafting and review services and ensure that your articles of incorporation are free from mistakes and ready for filing.

Relevant Laws

• Ohio Revised Code Section 1701.01 | General corporation law definitions.
• Ohio Revised Code Section 1701.04 | Articles of incorporation.
• Ohio Revised Code Section 1701.05 | Corporate name - transfer - reservation.
• Ohio Revised Code Section 1701.69 | Amendments to articles.
• Ohio Revised Code Section 1701.75 | Reorganization of corporation.