Last Revised: August 7, 2019.About this Form
An articles of organization form is the document that one must complete and submit to the state to establish the creation of an LLC within the State of Ohio. It sets forth the name of the proposed company, and it may set forth other provisions, provided that they are not inconsistent with state law. The purchased version of this form is guaranteed compliant with the laws of the State of Ohio. It comes complete with instructions and filing information for creating an LLC within the state.
Accepted Filing Methods
Ohio accepts the filing of articles of organization forms via U.S. mail or online via the
Ohio Secretary of State's online system for e-filing documents.
Name Availability & Requirements
The requirements for naming an LLC within the state are set forth in
Ohio Rev. Code § 1705.05. The name of the LLC must contain the the words, "limited liability company," without abbreviation or must include one of the following abbreviations: "LLC," "L.L.C.," "limited," "ltd.," or "ltd". The name must be distinguishable from those of all other entities on file with the state and may not infringe on any active trademark registered with the state or the U.S. Patent and Trademark Office. The USPTO's database of trademarks is
searchable.
One may determine the availability of a proposed business name for use within Ohio by querying the state's official
Business Search tool.
Required Fees
Ohio imposes a fee of $99 for the filing of articles of organization, and the standard processing time is approximately 3-7 days. Expedited processing is available for an additional fee: $100 for 2 business days, $200 additional for 1 business day, or $300 additional for 4 business hours.
Statutory Authority & Requirements
The statutory authority for an LLC within the state of Ohio is set forth in
Ohio Rev. Code § 1705.01 et seq.
The statutory requirements for a valid articles of organization filing are codified in Ohio Rev. Code § 1705.04. The text of the statute reads as follows:
§ 1705.04. Articles of organization.
(A) One or more persons, without regard to residence, domicile, or state of organization, may form a limited liability company. The articles of organization shall be signed and filed with the secretary of state and shall set forth all of the following:
(1) The name of the company;
(2) Except as provided in division (B) of this section, the period of its duration, which may be perpetual;
(3) Any other provisions that are from the operating agreement or that are not inconsistent with applicable law and that the members elect to set out in the articles for the regulation of the affairs of the company.
The legal existence of the company begins upon the filing of the articles of organization or on a later date specified in the articles of organization that is not more than ninety days after the filing.
(B) If the articles of organization or operating agreement do not set forth the period of the duration of the limited liability company, its duration shall be perpetual. [....]
§ 1705.06. Statutory agent.
(A) Each limited liability company 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 for filing unless the articles are accompanied by both of the following:
(a) A written appointment of an agent as described in division (A) of this section that is signed by an authorized member, manager, or other representative of the 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 limited liability 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 as described in division (K) of this section and a written acceptance of the appointment that is signed by the designated agent.
(3) For purposes of divisions (B)(1) and (2) of this section, the filed written acceptance of an agent's appointment shall be a signed original document or a photocopy, facsimile, or similar reproduction of a signed original document.
(C) The written appointment of an agent described in division (A) of this section shall set forth the name of the agent and the agent's address in this state, including the street and number or other particular description of that address. It otherwise shall be in the form that the secretary of state prescribes.
I affirm, under penalties of perjury, having authority to sign hereto, that these Articles of Organization are to the best of my knowledge and belief, true, correct and complete and that I have the requisite authority to execute this document.
[The state will not accept a P.O. Box address.]
