Everything you need to know to start your business in Ohio
Many incredible business ideas are never implemented out of fear and/or ignorance of the process of establishing it.
In this post, we will attempt to break down these self-imposed borders and discuss how you can launch your own business in the innovative state of Ohio
Ohio for startups
Ohio by the numbers
Here are just a few reasons why Ohio will give your startup the highest chances of success:
If Ohio wasn't a nurturing environment for growing businesses, the midwest wouldn't be home to more Fortune 500 than
anywhere else in the world.Planning your business in Ohio
Before you start establishing your million-dollar business idea, you need to document it in a business plan.
Thankfully, we've written an in-depth guide on how to craft a winning
business plan.
The typical business plan is comprised of the following chapters:
If you don't know what type of business you should launch, according to Profitableventure.com, some of the fastest growing industries in Ohio are:
Independent healthcare consultant
Ice cream and yoghurt store
Don't worry if your business doesn't fall into any of these categories. You can still launch a successful business outside of this list if your
market research validates a demand for it.
Structuring and registering your business in Ohio
There are 7 main business structures, and all are applicable to both brick and mortar businesses and e-commerce businesses:
Limited Liability Company (LLC)
The following initial steps are required regardless of which business structure you choose:
Get your EIN
First, you'll need an Employer Identification Number (EIN). While Sole Proprietors don't technically need an EIN, it's a good idea to have one if you ever intend to employ staff.
Obtain relevant licences and permits
The state of Ohio requires some businesses to hold a license in order to legally run their business.
To learn about any licensing requirements for your business, visit the Ohio business gateway
here.
If your business type isn't listed in the Ohio Gateway of license requirements, it may not excuse you from being licensed. Laws can change at any time before they're reflected online. To be absolutely certain of whether or not you need a licence, contact your appropriate Ohio state agency.
A directory of Ohio state agencies can be found
here.
You should also check with your state agency whether you need a zoning permit to operate your business in its location, especially if you plan to operate your business from home.
Obtain a Vendor license
If you'll be selling goods in Ohio you'll need to get a Vendor license and register for sales tax. You can read through the process of registering for sales tax
here.
With those formalities taken care of, now we can focus on the specific business structures in Ohio.
How to start a Sole Proprietorship in Ohio
A sole proprietorship is the simplest business structure to set up. As a sole proprietor you're the sole owner of this business which means you have access to all the profits.
It also means your personal assets are liable for any business losses, so if you get sued, you could lose all of your belongings.
But don't let that give you cold feet. To mitigate this risk you should choose appropriate levels of insurance cover.
To read more about how to insure your sole proprietorship
click here.
If your business solution does pose a high level of financial risk to your clients, you should consider setting up a more secure business structure such as an LLC or corporation.
To launch a Sole Proprietorship, follow this procedure:
Choose a business name
You can either use your own name as the business name or register a business name.
If you use your own name, you won't need to file any name registration documents. In fact, your name will automatically be appended to your Sole Proprietor business.
If you choose to register a business name, you'll need to check its availability. You can do a search of your proposed business name in Ohio’s Secretary of State business directory
here.
If your business name hasn't being registered, you're free to register it for yourself. To do this, fill out
Form 534a.
You can submit Form 534a online
here. There's a $50 filing fee for this application.
Tax details for Sole Proprietors in Ohio
All businesses in Ohio are eligible for a 75% tax deduction on the first $250,000 of business income.
To give you a clearer understanding of how your after tax income will be affected by this deduction, you can read some helpful scenarios written by the Ohio department of taxation
here.
Your business may be subject to sales and/or use tax. To find out more about these taxation rates and their application
click here.
To submit a tax return you will need to fill in form IT 1040 which can be accessed
here.
For instructions on how to file your tax return
click here.
How to form a partnership in Ohio
There are three different types of partnerships:
General partnership (GP)
In a General Partnership, each member is equally liable for any losses the business may incur (think of each member in a General Partnership as a sole proprietor).
Limited Partnership (LP)
In a Limited Partnership, the personal liability of each member depends on the amount they invested in the business, and therefore, how much of the business they own.
Limited Liability partners don't have a say in the day-to-day operations of the business. They're classified as "silent members."
General Partnership members have the highest level of jurisdiction in the business.
Limited Liability Partnership (LLP)
In a limited liability partnership each member is not held responsible for any individual member's negligence.
If one member’s negligence causes the business to be sued for losses, only that individual member will need to take ownership of the error and pay the price.
Limited Liability Limited Partnership (LLLP)
These entities are taxed like partnerships. LLPs permit Limited Partner members and also protect all members from individual member negligence.
How to register a Partnership in Ohio
Register an online account with the Secretary of State by
clicking here and creating an account.
Once you've logged, in select “File a New Business.”
Under "Forms Available to File Online,” choose the particular partnership structure you're filing for (GP, LP, LLP, or LLLP).
For a step by step guide on how to file each of these different partnerships
click here.
When applying for a Partnership you'll need to register with the Secretary of State.
The following documentation is required to file each partnership structure with the Secretary of State:
Choose a registered agent
You'll need to nominate a registered agent (also known as a statutory agent) when submitting your online partnership registration form above.
A registered agent is a party that acts as your representative for all incoming mail. This ensures that all of your important mail is received and handed over to you.
You can either choose a friend or relative to act as your registered agent, or employ a professional registered agent body.
Registered agent requirements
Registered agents in Ohio have to meet the following requirements:
Have a registered office in Ohio. This can include residential locations but can't be a PO BOX
Always be available during business hours
Accept service of processes (accept the obligatory duties associated with the title such as ensuring all mail is collected and handed over to the owners).
If you ever wish to change your registered agent you'll need to pay a $25 processing fee and fill out an
online form.
Should you be your own registered agent?
You could legally appoint yourself (or a business partner) as a registered agent, but it's not recommended.
A registered agent is usually required in every state you do business, so if you appoint yourself as a registered agent you'll need to open brick and mortar businesses in every state you establish yourself. Many business owners choose to partner with a professional registered agent service.
Professional registered agent services
If you can't find a reliable friend or family member to act as your registered agent, you could employ a professional registered agent service to act on your behalf.
Here are some options:
Complete a partnership agreement
This isn't a mandatory requirement, but it's recommended in order to keep avoid disputes between partners.
A Partnership Agreement outlines all the internal processes of the business and the method of making all business decisions.
You can find a Partnership Agreement template
here.
Tax details for partnerships in Ohio
Partnerships in Ohio are subject to the state’s personal income tax. For more details on business partnership tax
click here.
How to form a corporation in Ohio
If you want to officially distribute stock/share certificates, and also increase the protection of your personal assets, a Corporation is a good business structure to choose.
There are two types of corporations: C-corporations and S-corporations.
The main differences between the two corporation types is the method of taxation:
C-Corporations:
Are taxed as a separate entity to their members
All the members of a C-Corporation need to pay tax for all the after tax profits they recieve. In other words, C-corporation income is taxed twice (at the corporate level and again at the personal tax income level).
S-Corporations:
Don't pay any income tax. S-corporation profits are only taxed on the individual member level (personal tax income). In Ohio, however, S-corporations are still required to pay commercial activity tax (see “taxation details for corporations” further along this post).
The tax benefits of S-corporations are recognized in Ohio. Not all states recognize this structure.
When you form a corporation, by default you establish a C-corporation. If you wish to amend the corporation type to an S-corp you'll need to fill out this
IRS form.
Choose a corporation name
The business name you choose for your corporation needs to end with a specific variant of the word “Corporation.” Each state has its own corporation naming requirements. Ohio corporations need to include any of the following at the end of their business name:
Appoint Directors
The number of directors you appoint for your corporation depends on your number of shareholders.
If you have FEWER than 3 shareholders…
The number of directors must equal the number of shareholders (so if you have 2 shareholders, you'll need to appoint 2 directors).
If you have MORE than 3 shareholders…
You'll need to appoint 3 directors.
File Articles of Incorporation
Filing articles of incorporation is the process of registering your business.
You can access this form online
here.
Host a corporate meeting
The purpose of this meeting is to commence business operations by officially distributing stock certificates to each member, and also initiate a list of bylaws.
Bylaws are a list of self-instituted laws that ensure that all parties are in agreement with the expectations of the business and how it should be directed.
You can download a template to help create your corporate bylaws
here.Establish a corporate records book
This is a formal means of aggregating all of your corporate documentation. You can either create this record book yourself have a
professional create one for you.
Appoint a registered agent
This process is the same as the Partnership process.
Tax details for corporations
Ohio doesn't have a corporate net income tax, but they do have a commercial activity tax (CAT).
Your CAT taxation depends on your gross annual receipts total.
For gross receipts:
Less than $150,000, there is no CAT tax charged
Between $150,000 and $1,000,000, $150 CAT tax is charged
Between $1,000,000 and $2,000,000, $800 CAT tax is charged
Between $2,000,000 and $4,000,000, $2,100 CAT tax is charged
Over $4,000,000, a $2,600 CAT tax base rate is charged + 0.26% of gross receipts.
For example, if your Corporation had yearly gross receipts of $4,500,000, the total amount of CAT tax owing is calculated as follows:
([0.26/100] x 4,500,000) + $2,600
= $14,300
CAT tax payment is not necessarily done yearly. Its frequency depends on your gross receipt amount. For more details on the Commercial Activity Tax
click here.
To read more about the taxation obligations of Corporations set out by the IRS,
click here.
Forming a Limited Liability Company (LLC) in Ohio.
Some of the reasons business owners are its taxation benefits and asset protection.
The process of forming an LLC is outlined below:
Naming your LLC
Just like Corporations, LLC names need to follow a specific state-based naming convention.
In Ohio, LLCs need to end with any of the following:
Limited Liability Company
Create an operating agreement
An operating agreement is just like the partnership agreement. This document outlines the methods of all business processes, including meditation procedure.
Even though an operating agreement isn't a mandatory requirement in Ohio, like a partnership agreement, it's highly recommended.
Having an operating agreement on hand may also increase the chances of your business securing funding. It gives your business a sense of structure and direction.
Appoint a registered agent
This process is the same as the Partnership process.
Submit Articles of Organization
To register your LLC in Ohio you will need to file the Articles of Organization with the Secretary of State.
To file online
click here. If you prefer to fill out this form manually and mail it, you can access it
here. There's a $99 processing fee.
Tax details for LLCs
The CAT taxation process outlined in the corporation section above also applies to LLCs.
If your LLC is run by multiple members, you can find tax details
here.