Ohio Articles of Incorporation: Definition, Purpose
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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:
- Go to the Ohio Secretary of State website.
- Click on the “Businesses” tab at the top of the page.
- Scroll down and click “Forms and Fees”.
- 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
- 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
- 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.
Frequently Asked Questions
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"Jason was easy to work with, took the time to answer the questions we had and delivered the scope of work as agreed."
File Articles of Incorporation
"Laid everything out up front including cost and timeline. Kept to the timeline and explained everything he did and I need to do moving forward in layman's terms which is greatly appreciated."
SCA Doc Job
"Allen was extremely helpful, provided excellent guidance, even beyond the exact scope of work which a professional and experienced legal advisor would. And provided a detailed and consumable work product on time and communicated clearly how to proceed. Thank you."
Reply From Allen L.
Thank you for the kind words and for taking the time to share your experience. I enjoyed working on the SCA documents with you, and I am glad the work product gave you a clear path forward — going beyond the stated scope is just how I approach things when I see something that matters. Please reach out any time you need legal support. Allen
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"Jimmy was excellent to work with. Very informative, gave me several options, communicated every day and completed the project ahead of schedule. I would highly recommend him if you are starting a new business and need help."
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Corporate
Articles of Incorporation
Florida
When do I need articles of incorporation?
I want to start an LLC in Florida and have read about articles of incorporation. I want to understand what they are used for.
Jane C.
You need articles of incorporation when you start a business, open a business bank account, and apply for a tax identification number. Disclaimer - This information is provided for general informational purposes only. No information contained in this post should be construed as legal advice and does not establish an attorney-client relationship.
Corporate Governance
Articles of Incorporation
New York
Can you provide me with information on the role and responsibilities of a registered agent in a business entity?
I recently started a small business and I have been advised to appoint a registered agent for my company. However, I am not fully aware of the role and responsibilities of a registered agent and how they can benefit my business. I would like to understand the legal requirements and obligations associated with this position, as well as how a registered agent can assist in ensuring compliance with state regulations and receiving important legal documents on behalf of my company.
Damien B.
If a company registers to do business in a state where it does not have a physical presence, it must designate a registered agent in that state to accept legal documents. This ensures compliance with state laws and provides a reliable way to receive official communications. A company can appoint itself as its registered agent to receive legal documents if it has a physical address in that state. In that situation, there would be no need to have a separate registered agent. Some business owners who work from home opt for a registered agent service, which can help protect privacy by keeping the individual's home address off public records. Feel free to reach out if you want a consultation or other legal services.
Corporate
Articles of Incorporation
New York
Does an LLC need articles of incorporation?
I am considering forming an NY LLC and am doing a bit of research.
Ramsey T.
LLCs are not technically "companies" or "corporations" and therefore they are not formed by filing Articles of Incorporation. Corporations are formed when you file Articles of Incorporation. LLS are formed by an "Organizer" who files a Form of Organization or Articles of Organization with a state. LLCs actually are "hybrids" with characteristic of companies in some ways and of partnerships in other ways.
Business
Articles of Incorporation
Florida
new business startup
we are located in florida but were told delaware is a good satte to incorporaet the business
Bruce B.
Yes. Many businesses choose to incorporate in Delaware because Delaware has favorable laws to business entities as well as a detailed history of how cases will by decided by their courts. For this reason Delaware is a good option to consider for incorporation. You can then register with the State of Florida as a foreign corporation doing business in Florida.
Business
Articles of Incorporation
New York
What is the incorporation’s fee in New York?
I am a U.S. citizen, can I form a corporation with a Bangladesh national?
Ema T.
The Statutory fee for a domestic business corporation in the state of NY is currently $125. Any information provided as an answer to these questions does not constitute legal advice and does not create an attorney-client relationship between the attorney and anyone in relation to any information provided under the Q & A section of this website.
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