Frequently Asked Questions

General

What types of payments does the Secretary of State accept for the filing fee?

When mailing a document to our office, please submit a check or money order made payable to “Ohio Secretary of State.”  If you would like to pay in cash, please do so in person at the Client Service Center at 180 Civic Center Dr., Columbus, Ohio 43215. 

How should I form my business entity?

The Secretary of State’s office may not advise you on what type of business entity to form such as a corporation, limited liability company or partnership.  It is best to consult with an attorney who can properly advise you.  Upon determining the type of business entity you would like to form, our office can assist you in the filing process.

Who is required to register with the Ohio Secretary of State?

Any business entity, domestic or foreign, planning to transact business within Ohio, using a name other than their own personal name, must register with this office.  Business entities must file the appropriate formation documents to register their business.  Sole proprietorships and general partnerships are not required to register the business entity; however, they may need to register a trade name or report the use of a fictitious name if they are doing business in a name not their own.  (For example, if you are doing business under your personal name, i.e. Bob Smith, then you do not need to register with our office, but if you are doing business under the name “Bob Smith’s Automotive Shop,” then the name must be registered with our office).

Do you take copies of a filing, or do you need the original?

Copies are acceptable.

Do I file bylaws or an operating agreement with your office?

No, this office does not require or record bylaws or operating agreements.  These are internal documents for the business to maintain. 

Do I need to notify any other agency when an entity is dissolved or surrenders its license?

In addition to filing a dissolution with our office, when you dissolve or surrender, you will need to contact the Ohio Department of Taxation to complete the necessary forms. 

Do I have to file an annual report?

Business entities in Ohio are not required to file an annual report.  However, certain types of entities and registrations are required to file reports at different intervals.  Professional Associations and Limited Liability Partnerships are required to file biennial reports, Nonprofit Corporations are required to file Certificates of Continued Existence, and trade names, fictitious names, and trademarks or service marks require renewals.  For the timing of each of these filings, please consult the appropriate code section for your entity or registration type.

I would like to make a complaint against a business.  Is this the correct office to do so?

The Secretary of State’s office is not authorized to address complaints against businesses.  However, the Ohio Attorney General’s website offers a consumer complaint section.

Why is the tax department saying I owe back taxes when I closed my business years ago?

You must file the appropriate Certificate of Dissolution with this office to properly dissolve your business.  You must also provide notice to the appropriate taxing authorities.

Can I get a license for my business from the Secretary of State’s Office?

This office does not issue business and/or vendor licenses.  The Department of Commerce issues certain business licenses.  For more information regarding Ohio licenses and permits, visit the Ohio Business Gateway licensing website.

What is the difference between expedite and regular filings?

Expedite filings have a guaranteed filing time and additional costs depending on the level of expedite.  Regular filings are filed based on daily production loads and have no additional filing fees.

Can this office issue my business a tax ID or EIN number?

The Secretary of State’s offices does not issue tax IDs or EIN numbers.  Contact the IRS for information regarding tax IDs and EIN numbers.

Does this office distinguish between a C-Corporation and S-Corporation?

No, these terms are used to describe the tax status of a corporation and is used when filing with the IRS.  This office designates both as a “corporation.”  To form either type, please use Form 532A, Articles of Incorporation.

Naming

Do I need to file a Name Registration Form to protect my business name if I filed a business entity?

No, if you registered your business with our office, for example a corporation or LLC, the name is automatically protected with that registration.  You do not have to file a name registration form in addition to the business formation document to protect the name.

What can I do if a business already exists with the name that I want to use?

If the name is already in use, you must obtain permission from business or person who is registered with that name.  You must file Form 590 Consent for Use of Similar Name.  If you cannot obtain consent, you are required to change your name so that it is distinguishable upon the record from any previously registered name, before you may file with this office.

What is the difference between a trade name and a fictitious name?

A trade name must be “distinguishable upon the records” from other previously registered business names.  This means that so long as your proposed name is available, if you file a trade name, no other entity could use that name.

Fictitious names are not required to be distinguishable upon the records from any other previously registered name.  However, a fictitious name provides no protection because other registered names are not required to be distinguishable from a fictitious name.  For example, if “Benny’s Ice Cream” is registered as a fictitious name, a corporation would be permitted to register “Benny’s Ice Cream, Incorporated” because the names are not required to be distinguishable.

Do I file a “Doing Business As” with your office?

A “Doing Business As” or a “DBA” is not a filing recognized by this office.  You can file a trade name registration or report the use of a fictitious name, which would be similar to a “DBA.”

Nonprofit Entities

Are all Nonprofit Corporations tax-exempt?

Not all nonprofit corporations on file in our office are necessarily tax-exempt.  A nonprofit corporation must file for tax-exempt status with the Internal Revenue Service.  The IRS often requires very specific language to be listed in the purpose clause of the Articles of Incorporation for a nonprofit corporation.  If a corporation omits that language when filing in this office, they will need to file an amendment prior to filing with the IRS for tax-exempt status.  The records of this office do not indicate whether an entity is tax-exempt or not.

If you intend to apply to the IRS for recognition of federal tax-exempt status as a charitable organization under section 501(c)(3) of the Internal Revenue Code, your articles of incorporation must contain certain provisions. For more information, visit www.irs.gov/Charities-&-Non-Profits/Charitable-Organizations/Charity-Required-Provisions-for-Organizing-Documents. To learn about the general requirements for federal tax-exempt status, visit www.irs.gov/charities, or download IRS Publication 557, Tax-Exempt Status for Your Organization (PDF).    Additional information and resources can be found at www.stayexempt.irs.gov/Resource-Library.

Can a nonprofit organization register a trademark or service mark?

Yes.  If a nonprofit corporation uses words or symbols to identify the organization or its services, it may be able to register the words or symbols as a trademark or service mark.  Please review our publication entitled "Guide to Registering Your Trademark or Service Mark in Ohio" (PDF) for more detailed information.

Is copyright protection available for materials created by nonprofit organizations?

Copyright protection may be available to a nonprofit organization for materials the organization creates.  Please note that there is no copyright registration at the state level in Ohio.  Questions regarding copyright registration/protection should be directed to the United States Copyright Office.

Is a nonprofit organization required to register with the Attorney General’s office?

The Ohio Attorney General has certain statutory duties to oversee the activities of charitable organizations.  Some charitable organizations are required to register and file annual financial reports with the Attorney General’s office.  For more information, please contact the Attorney General’s Charitable Law Section, or visit their website.

Is a nonprofit organization subject to local charitable solicitation and reporting requirements?

A nonprofit organization may be subject to charitable solicitation and reporting regulations in its particular city.  For example, a nonprofit organization may be required to obtain a permit in order to solicit contributions from the public and to report the contributions received and expenses incurred.  It is advisable to consult an attorney, or the local city attorney’s office or village solicitor.

Business Searches

Can your office provide me with the names of a business’ owners and/or officers?

The Secretary of State does not list of the owners or officers of registered entities.  If you wish to contact the company, our office records the name and address of an entity’s Statutory Agent.  In order to find this information, click here to search for a company by name or charter/registration number.

What is the difference between held, cancelled and dissolved status on the name availability database?

The status type refers to the availability of that business name.  Active means the business registered entity that has that name has an exclusive right to use this name and you must obtain consent if you wish to use this business name.  Held means a “hold” has been filed on this name and the registrant has an exclusive right to this name until the hold expires.  If you wish to use a name in held status, you must obtain consent prior to filing.  Cancelled and Dissolved means the entity that had that name no longer has an exclusive right to it, and the name is available on a first come, first serve basis.

Changes to Registered Entities

How do I notify your office if my business information changes or I cease doing business?

Depending on what information is changing, you can file one of the various amendment forms.  Click here to access the various types of filing forms.  A minor or single change is often done by an amendment.  If the changes are more extensive, Amended and Restated Articles are usually filed.
If you cease doing businesses, you should file the appropriate dissolution form for your type of business.

What is the difference between filing an amendment to articles of incorporation and filing amended or restated articles of incorporation?

An amendment changes selected terms of the original articles of incorporation.  Amended or Restated articles of incorporation replaces and supersedes the existing articles.

Agents

What is a statutory agent and who is required have one?

All business entities are required to appoint and maintain a statutory agent.  A statutory agent will be served all legal documents regarding your business entity and is responsible for sharing this information with you.  As such, the agent should be chosen carefully.

Who can be a statutory agent?

The statutory agent must be one of the following: (1) A natural person who is a resident of this state; or (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 a business entity then the agent must meet the requirements of Title XVII of the Revised Code to transact business or exercise privileges in Ohio.

How does a business entity appoint a statutory agent?

Almost every business entity is required to appoint a statutory agent upon initially filing with the Secretary of State’s office.  The appointment is filed in this office and includes a written acceptance of the appointment signed by the statutory agent along with his or her street address and zip code.  There is no fee associated with this original appointment.

How do I notify the Secretary of State’s office if there is a change to the statutory agent information?

In the event of death, resignation or change of the statutory agent, the business entity must appoint a new one by filing Form 521 Statutory Agent Update (PDF). This form should also be used if the existing statutory agent changes his/her name and/or address. Failure to file this information may result in a cancellation of the business entity’s articles or its license to conduct business in Ohio. Note: A limited liability partnership may not use Form 521 to file a Statutory Agent Update, instead, please file Form 545 Amendment of Partnership Statement (PDF).

Are there any business entities that are not required to have a statutory agent?

Banks, trust companies, insurance companies and any business entity defined under Ohio law as a public utility for taxation purposes are not required to appoint a statutory agent.

Who can file the Multiple Agent Change form and under what circumstances is it appropriate?

A person registered as the statutory agent for six or more entities on our records is permitted to file Form 526 when that person has legally changed their name or changed their address.  If a corporation is a statutory agent for six or more entities on our records and has changed its address or changed its name through amendment or merger, it can use this form to update its current information.

Can a company or group of companies use the Multiple Agent Change form to update their statutory agent from one agent to another?

No.  Each entity needs to file Form 521, which is the proper Statutory Agent Update.  This form appoints a new agent and requires the new agent to sign the acceptance portion.

What is the minimum and maximum number of name/address changes on the Multiple Agent Change form?

While there is no minimum number, the fee for Form 526 is $125, plus $3 for each change; therefore, it might be less expensive for the agent to file the Statutory Agent Update, Form 521, if they are the agent for five or less entities.  There is also no maximum number, which is the major advantage of this form.  If the Statutory Agent for 100 entities changes an address, instead of filing 100 forms that would cost $25 each, for a total of $2500, they can file one form, thereby reducing the risk of error, and pay $425 ($125 for the list and $3 for each change).

If the Statutory Agent is also the registrant of any Trade Names, Fictitious Names, Trademarks or Service Marks, will the Multiple Statutory Change form update the new name and/or address to those records as well?

No.  The agent would have to file the appropriate forms to update each of the names and marks for which they are a registrant.

Unique Entity Types

What is a Community Improvement Corporation?

A Community Improvement Corporation is a type of nonprofit corporation formed under Ohio Revised Code Chapter 1724.  This entity is an economic development corporation or a county land reutilization corporation, organized for the sole purpose of advancing, encouraging, and promoting the industrial, economic, commercial, and civic development of an area or community.  The provisions set forth in ORC Chapter 1702, nonprofit law, apply to the extent that those provisions are not inconsistent with ORC Chapter 1724. 

How is a Community Improvement Corporation formed?

Pursuant to ORC section 1724.04, a county, meeting certain requirements, may organize a community improvement corporation.  The county treasurer of the county for the benefit of which the corporation is being organized shall be the incorporator of the corporation. The form of the articles of incorporation of the corporation shall be approved by resolution of the board of county commissioners of the county.  Articles of Incorporation should be submitted to the Secretary of State’s office on Form 532B, Initial Articles of Incorporation (Nonprofit, Domestic Corporation).  The resolution of the board of county commissioners of the county must be attached to the Initial Articles of Incorporation and submitted with a fee of $125.00. 

Upon receipt of the articles, the Secretary of State’s office submits them to the attorney general for examination.  The attorney general shall endorse thereon the attorney general’s approval and deliver them to the secretary of state, who shall file and record them.  Upon filing, an approval certificate will be returned to the customer.  In addition to examining the initial articles, the attorney general must also approve any amendment, amended articles, merger or consolidation submitted to the secretary of state’s office when involving a community improvement corporation. 

Must a Community Improvement Corporation file any documents to remain active on the secretary of state’s records?

Yes, a community improvement corporation is required to submit a Certificate of Continued Existence within each five years after the date of incorporation or of the last corporate filing.  Also, the entity must maintain a statutory agent and provide a current name and address to the secretary of state. 

What is a Community Development Corporation?

A community development corporation is a For Profit Corporation organized under Chapter 1726 of the Revised Code, but provisions of Chapter 1701 (For Profit Corporations) are applicable to the extent that they are not inconsistent with Chapter 1726.

A community development corporation is formed to promote, aid, and through the united efforts of the institutions and corporations which shall from time to time become members or shareholders, develop and advance the industrial and business prosperity of the state or any section thereof; to encourage any industry; to stimulate and help expand all kinds of business ventures which tend to promote the growth of the state or any section thereof; to act whenever and wherever deemed by it advisable in conjunction with other organizations, including the small business administration of the United States and small business investment companies licensed under federal authority, to promote agricultural, industrial, and business developments within the state; and to furnish for approved and deserving applicants ready and required money for the carrying on and development of business and deserving applicants ready and required money for the carrying on and development of business or industrial undertakings.

Are there any specific requirements for a Community Development Corporation’s name?

Yes, the name must include the words “Ohio Development Corporation.”

How is a Community Development Corporation formed?

Pursuant to section 1726.02 of the Revised Code, ten or more natural persons, a majority of whom are citizens of Ohio, may form a development corporation by submitting Articles of Incorporation on Form 532A,  Initial Articles of Incorporation (For Profit, Domestic Corporation). 

Upon receipt of the articles, the Secretary of State’s office submits them to the attorney general for examination.  The attorney general shall endorse thereon the attorney general’s approval and deliver them to the secretary of state, who shall file and record them.  Upon filing, an approval certificate will be returned to the customer.  In addition to examining the initial articles, the attorney general must also approve any amendment or amendments to the articles submitted to the secretary of state’s office when involving a community improvement corporation. 

Must a Community Development Corporation file any documents to remain active on the Secretary of State’s records?

Yes, the entity must maintain a statutory agent and provide a current name and address to the Secretary of State.  No other filings are required to maintain an active status. 

What is a Community Redevelopment Corporation?

A Community Redevelopment Corporation can be any For Profit Corporation or Nonprofit Corporation that qualifies to operate under Chapter 1728 of the Revised Code.  Chapter 1701 (For Profit Corporations) or Chapter 1702 (Nonprofit Corporations) are applicable to the extent they are not inconsistent with Chapter 1728.

A Community Redevelopment Corporation is formed to acquire, construct, operate, and maintain a project to redevelop blighted areas within municipal corporations and to eliminate and prevent the spread of blight.

Are there any specific requirements for a Community Redevelopment Corporation’s name?

Yes, the name must include the words “community urban redevelopment.”

How is a Community Redevelopment Corporation formed?

Pursuant to Section 1728.02 of the Revised code, any corporation (for profit or nonprofit) may qualify to operate under Chapter 1728 by submitting Initial Articles of Incorporation on Form 532A (For Profit Corporations) or 532B (Nonprofit Corporations) that contain the following provisions:

• A name that contains the words “community urban redevelopment;”
• The object for which it is formed shall be to operate under Chapter 1728. of the Revised Code, and to initiate and conduct projects for the clearance, replanning, development, and redevelopment of blighted areas within municipal corporations and, when so authorized by financial agreement with a municipal corporation pursuant to section 1728.07 of the Revised Code, to acquire, plan, develop, construct, alter, maintain, or operate one or more projects, under such conditions of use, ownership, management, and control as are regulated pursuant to Chapter 1728 of the Revised Code.
• A declaration that the corporation has been organized to serve a public purpose, that its operation shall be directed towards providing for and making possible the original acquisition, to the extent agreed to by the governing body of a city, clearance, replanning, development, or redevelopment of blighted areas or the acquisition, management, and operation of a project; and that it is subject to regulation by the municipal corporation in which its project is situated for as long as it remains obligated under a financial agreement as provided in section 1728.07 of the Revised Code.

Must a Community Redevelopment Corporation file any documents to remain active on the Secretary of State’s records?

Yes, the entity must maintain a statutory agent and provide a current name and address to the Secretary of State.  If a Community Redevelopment Corporation is operating as a Nonprofit Corporation under Chapter 1702 of the Revised Code, the Community Redevelopment Corporation is required to submit a Certificate of Continued Existence within each five years after the date of incorporation or of the last corporate filing.