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Ohio LLC Formation Requirements

Articles of Organization

In any Ohio LLC formation, articles of organization must be signed by at least two persons organizing the LLC and delivered, along with a copy, to the Ohio Secretary of State, Corporations Division for filing. State law requires that certain information be included in your articles of organization for your Ohio LLC formation. This information must include:

  • The LLC name
  • The period of the LLC’s duration (this period may be perpetual or for a set amount of time)
  • 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
  • A written appointment of a registered agent signed by an authorized member, manager, or other representative of the limited liability company
  • A written acceptance of the appointment that is signed by the designated agent (form prescribed by Secretary of State)

Filing

Your LLC is considered organized once two signed copies of the original articles of organization and one exact or conformed copy is delivered to the Corporations Division of the Secretary of State.

A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.

Additionally, a Ohio LLC formation generally requires inclusion and/or considering of the following:

Operating Agreement

Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.

Membership

A LLC must have one or more members. Requirements:

  • Minimum Number of Members: One or more
  • Procedure for Membership: The member may acquire an interest in the LLC at the time of formation or at a later time either
    • Directly from the LLC in proportion to their contribution in accordance with the operating agreement of the company or
    • If the operating agreement makes no provision then upon the written consent of the members

Resignation of Membership

A member may withdraw from the company at any time by giving written notice to the other members. Certain prohibitions exist surrounding the ability of a member to resign from the company.

  • A member may not resign from a limited liability company except in accordance with the operating agreement
  • A member that withdraws in violation of the operating agreement is liable to the company for any resulting damages and may offset the damages against the amount otherwise distributable to the withdrawing member on account of the withdrawing member’s membership interest

Contribution

The contributions of a member to the LLC may consist of cash, property, services rendered, a promissory note, or any other binding obligation to contribute cash or property or to perform services.

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