Understanding Ohio LLC Laws
The rules for starting and running an Ohio limited liability company (LLC) are laid out by Ohio LLC laws.
In this guide, we offer simple explanations to Ohio LLC laws about:
To learn more about starting an LLC, visit our form an LLC guide.
LLC Formation Requirements
Ohio LLC laws set out the requirements for forming an LLC. The State of Ohio has created the Secretary of State Business Filing portal and PDF Articles of Organization form to simplify the process.
Ohio LLC Formation Statute
The following LLC formation statutes are from the Ohio Revised Code Chapter 1706: Revised Limited Liability Company Act:
Section 1706.16
(A) In order to form a limited liability company, one or more persons shall execute articles of organization and deliver the articles to the secretary of state for filing. The articles of organization shall set forth all of the following:
(1) The name of the limited liability company;
(2) The name and street address of the limited liability company's statutory agent and a written acceptance of the appointment that is signed by the agent;
(3) If applicable, a statement as provided in division (B)(3) of section 1706.761 of the Revised Code;
(4) Any other matters the organizers or the members determine to include in the articles of organization.
(B) A limited liability company is formed when the articles of organization are filed by the secretary of state or at any later date or time specified in the articles of organization.
(C) The fact that articles of organization are on file in the office of the secretary of state is notice of the matters required to be included by divisions (A)(1) to (3) of this section, but is not notice of any other fact.
(D) An operating agreement may be entered into before, at the time of, or after the filing of the articles of organization. Regardless of when the operating agreement is entered into, it may be made effective as of the filing of the articles of organization or any other time provided in the operating agreement.
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What This Means: Key Takeaways*
The Ohio LLC statute provides the requirements for setting up (or forming) an LLC. The State of Ohio offers online and mail-in LLC filing to meet these requirements.
Required Information for Ohio LLC Formation:
- LLC’s name (Must meet Ohio LLC naming requirements)
- LLC principal office’s street and mailing address
- Statutory agent’s name, Ohio address, and signature of acceptance of appointment
Optional Information for Ohio LLC Formation:
- LLC organizers can add their own provisions as long as the provisions don’t conflict with LLC statute
- LLC purpose
- LLC effective date if different than the date of LLC application approval
- LLC duration of existence if not perpetual (forever)
Recommended: For help with completing the LLC formation forms, visit our Ohio LLC Articles of Organization guide.
Statutory Agent Duties and Appointment
Ohio LLC laws define the duties and appointment of the LLC statutory agent, known as a registered agent in most states.
Ohio LLC Statutory Agent Statute
The following statutory agent statutes are from the Ohio Revised Code Chapter 1706: Revised Limited Liability Company Act:
Section 1706.09
(A) Each limited liability company and foreign limited liability company that has an effective registration as a foreign limited liability company under section 1706.511 of the Revised Code shall maintain continuously in this state an agent for service of process on the company. The agent shall be one of the following:
(1) A natural person who is a resident of this state;
(2) A domestic or foreign corporation, nonprofit corporation, limited liability company, partnership, limited partnership, limited liability partnership, limited partnership association, professional association, business trust, or unincorporated nonprofit association that has a business address in this state. If the agent is an entity other than a domestic corporation, the agent shall meet the requirements of Title XVII of the Revised Code for an entity of the agent's type to transact business or exercise privileges in this state.
(B)(1) The secretary of state shall not accept original articles of organization of a limited liability company or an original registration of a foreign limited liability company for filing unless both of the following accompany the articles or registration:
(a) A written appointment of an agent as described in division (A) of this section that is signed by an authorized representative of the limited liability company or foreign limited liability company;
(b) A written acceptance of the appointment that is signed by the designated agent on a form prescribed by the secretary of state.
(2) In cases not covered by division (B)(1) of this section, the company shall appoint the agent described in division (A) of this section and shall file with the secretary of state, on a form prescribed by the secretary of state, a written appointment of that agent that is signed by an authorized representative of the company and a written acceptance of the appointment that is signed by the designated agent.
(C) The written appointment of an agent shall set forth the name and address in this state of the agent, including the street and number or other particular description, and shall otherwise be in such form as the secretary of state prescribes. The secretary of state shall keep a record of the names of limited liability companies and foreign limited liability companies, and the names and addresses of their respective agents.
(D) If any agent described in division (A) of this section dies, resigns, or moves outside of this state, the limited liability company or foreign limited liability company shall appoint forthwith another agent and file with the secretary of state, on a form prescribed by the secretary of state, a written appointment of the agent and acceptance of appointment as described in division (B)(2) of this section.
(E) If the agent described in division (A) of this section changes the agent's address from the address stated in the records of the secretary of state, the agent or the limited liability company or foreign limited liability company shall file forthwith with the secretary of state, on a form prescribed by the secretary of state, a written statement setting forth the new address.
(F) An agent described in division (A) of this section may resign by filing with the secretary of state, on a form prescribed by the secretary of state, a written notice of resignation that is signed by the agent and by mailing a copy of that notice to the limited liability company or foreign limited liability company at the current or last known address of its principal office. The notice shall be mailed to the company on or prior to the date that the notice is filed with the secretary of state and shall set forth the name of the company, the name and current address of the agent, the current or last known address, including the street and number or other particular description, of the company's principal office, a statement of the resignation of the agent, and a statement that a copy of the notice has been sent to the company within the time and in the manner specified in this division. The authority of the resigning agent terminates thirty days after the filing of the notice with the secretary of state.
(G) A limited liability company or foreign limited liability company may revoke the appointment of its agent described in division (A) of this section by filing with the secretary of state, on a form prescribed by the secretary of state, a written appointment of another agent and an acceptance of appointment in the manner described in division (B)(2) of this section and a statement indicating that the appointment of the former agent is revoked.
(H)(1) Any legal process, notice, or demand required or permitted by law to be served upon a limited liability company may be served upon the company as follows:
(a) By delivering a copy of the process, notice, or demand to the address of the agent in this state as contained in the records of the secretary of state;
(b) If the agent described in division (A) of this section is a natural person, by delivering a copy of the process, notice, or demand to the agent.
(2) If the agent described in division (A) of this section cannot be found or no longer has the address that is stated in the records of the secretary of state or the limited liability company or foreign limited liability company has failed to maintain an agent as required by this section and if the party or the agent or representative of the party that desires service of the process, notice, or demand files with the secretary of state an affidavit that states that one of those circumstances exists and states the most recent address of the company that the party who desires service has been able to ascertain after a diligent search, then the service of the process, notice, or demand upon the secretary of state as the agent of the company may be initiated by delivering to the secretary of state four copies of the process, notice, or demand accompanied by a fee of five dollars. The secretary of state shall give forthwith notice of that delivery to the company at either its principal office as shown upon the secretary of state's records or at any different address specified in the affidavit of the party desiring service and shall forward to the company at either address by certified mail, return receipt requested, a copy of the process, notice, or demand. Service upon the company is made when the secretary of state gives the notice and forwards the process, notice, or demand as set forth in division (H)(2) of this section.
(I) The secretary of state shall keep a record of each process, notice, and demand that pertains to a limited liability company or foreign limited liability company and that is delivered to the secretary of state's office under this section or another law of this state that authorizes service upon the secretary of state in connection with a limited liability company or foreign limited liability company. In that record, the secretary of state shall record the time of each delivery of that type and the secretary of state's subsequent action with respect to the process, notice, or demand.
(J) This section does not limit or affect the right to serve any process, notice, or demand upon a limited liability company or foreign limited liability company in any other manner permitted by law.
(K) A written appointment of an agent or a written statement filed by a limited liability company or foreign limited liability company with the secretary of state shall be signed by an authorized representative of the company.
(L) Upon the failure of a limited liability company or foreign limited liability company to continuously maintain a statutory agent or file a change of name or address of a statutory agent, the secretary of state shall give notice thereof by ordinary or electronic mail to the company at the electronic mail address provided to the secretary of state, or at the address set forth in the notice of resignation. Unless the default is cured within thirty days after the mailing by the secretary of state of the notice or within any further period of time that the secretary of state grants, upon the expiration of that period of time from the date of the mailing, the articles of the limited liability company or the registration of the foreign limited liability company shall be canceled without further notice or action by the secretary of state. The secretary of state shall make a notation of the cancellation on the secretary of state's records.
A limited liability company or foreign limited liability company whose articles or registration has been canceled may be reinstated by filing, on a form prescribed by the secretary of state, an application for reinstatement and the required appointment of agent or required statement, and by paying the filing fee specified in division (Q) of section 111.16 of the Revised Code. The rights and privileges of a limited liability company or foreign limited liability company whose articles or registration has been reinstated are subject to section 1706.46 of the Revised Code. The secretary of state shall furnish the tax commissioner a monthly list of all limited liability companies and foreign limited liability companies canceled and reinstated under this division.
What This Means: Key Takeaways*
A statutory agent’s job is to accept service of process (legal summons to a lawsuit).
An Ohio statutory agent must:
- Maintain a registered office in Ohio (i.e., no P.O. boxes)
- Be an individual, an Ohio corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address
- Accept appointment by signing the original appointment of statutory agent letter (this letter is included in the LLC formation process online and the PDF Articles of Organization forms)
Statutory agent information is kept on file by the State of Ohio. If you change your statutory agent or if your statutory agent resigns, you must file a statutory agent update form.
Operating Agreements
Ohio LLC laws provide guidelines for creating and maintaining an LLC operating agreement.
The following operating agreement statutes are from the Ohio Revised Code Chapter 1706: Revised Limited Liability Company Act:
Section 1706.08
(A) Except as otherwise provided in divisions (B) and (C) of this section, both of the following apply:
(1) An operating agreement governs relations among the members as members and between the members and the limited liability company.
(2) To the extent that an operating agreement does not otherwise provide for a matter described in division (A)(1) of this section, this chapter governs the matter.
(B)(1) To the extent that, at law or in equity, a member, manager, or other person has duties, including fiduciary duties, to the limited liability company, or to another member or to another person that is a party to or is otherwise bound by an operating agreement, those duties may be expanded or restricted or eliminated by a written operating agreement. However, an operating agreement may not eliminate the implied covenant of good faith and fair dealing.
(2) A written operating agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties, including breach of fiduciary duties, of a member, manager, or other person to a limited liability company or to another member or to another person that is a party to or is otherwise bound by an operating agreement. However, an operating agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied covenant of good faith and fair dealing.
(3) A member, manager, or other person shall not be liable to a limited liability company or to another member or to another person that is a party to or is otherwise bound by an operating agreement for breach of fiduciary duty for the member's or other person's good faith reliance on the operating agreement.
(4) An operating agreement may provide either or both of the following:
(a) That, a member or assignee who fails to perform in accordance with, or to comply with the terms and conditions of, the operating agreement shall be subject to specified penalties or specified consequences;
(b) That at the time or upon the happening of events specified in the operating agreement, a member or assignee may be subject to specified penalties or consequences.
(5) A penalty or consequence that may be specified under division (B)(4) of this section may include any of the following:
(a) Reducing or eliminating the defaulting member's or assignee's proportionate interest in a limited liability company;
(b) Subordinating the member's or assignee's membership interest to that of nondefaulting members or assignees;
(c) Forcing a sale of the member's or assignee's membership interest;
(d) Forfeiting the defaulting member's or assignee's membership interest;
(e) The lending by other members or assignees of the amount necessary to meet the defaulting member's or assignee's commitment;
(f) A fixing of the value of the defaulting member's or assignee's membership interest by appraisal or by formula and redemption or sale of the membership interest at that value;
(g) Any other penalty or consequence.
(C) An operating agreement shall not do any of the following:
(1) Vary the nature of the limited liability company as a separate legal entity under division (A) of section 1706.04 of the Revised Code;
(2) Except as otherwise provided in division (B) of section 1706.082 of the Revised Code, restrict the rights under this chapter of a person other than a member, dissociated member, or assignee;
(3) Vary the power of a court under section 1706.171 of the Revised Code;
(4) Eliminate the implied covenant of good faith and fair dealing;
(5) Eliminate or limit the liability of a member or other person for any act or omission that constitutes a bad faith violation of the implied covenant of good faith and fair dealing;
(6) Waive the requirements of division (A) of section 1706.281 of the Revised Code;
(7) Waive the prohibition on issuance of a certificate of a membership interest in bearer form under division (D) of section 1706.341 of the Revised Code;
(8) Waive the requirements of division (B) of section 1706.761 of the Revised Code.
What This Means: Key Takeaways*
An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”
Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.
When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.
If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.
Creating an Operating Agreement
Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:
- Each member’s responsibilities
- How new members will be admitted
- How existing members may transfer or terminate their membership
- How profits and dividends will be distributed
- The process for amending the operating agreement
Use our free operating agreement template or learn more with our What Is an Operating Agreement guide.
*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.