Secretary State Ohio

Corporations and LLC filings are handled by the Business Services Division, Secretary of State, deliveries to Client Service Center: 30 East Broad Street, Lower Level of the Rhodes Tower, Columbus, Ohio, expedited filings mail to P.O. Box 1390, Columbus, OH 43216, regular mail filings to Secretary of State, P.O. Box 670, Columbus, Ohio 43216.

The Business Services Division receives and approves articles of incorporation for corporations formed in the state and grants licenses to out-of-state corporations seeking to do business in the state. Limited partnerships and limited liability companies (foreign and domestic) also file with this office. The Corporations section of the Business Services Division also approves amendments to filed documents; mergers; consolidations and dissolutions; and registers trade marks, trade names and fictitious names. The section approves and keeps a registry of business names, names and addresses of statutory agents, incorporators' names, the corporation's charter number, the date of incorporation, and the number of shares authorized.

In Ohio, as in most states, the question is what to put in the articles and what to reserve for the bylaws (or the operating agreement). While there is no hard and fast rule on this question, the fact that amendments to the articles must be filed with the state (incurring additional costs) is an argument in favor of deferring as much as possible of the optional provisions for the bylaws (or the operating agreement), rather than putting those optional provisions in the articles. On the other hand, where there are multiple participants in the company, including those optional provisions in the articles can provide a measure of security to the minority participants.

The Business Services Division advises that "a corporation, limited liability company, limited partnership, and any other entity issuing or disposing of a security, must comply with the Securities Act. An issuer must register with the Division of Securities unless the issuer may place its reliance on one of the 42 exemptions for registration found in Revised Code 1707.02 or 1707.03". Virtually all of the states have similar restrictions on the issuance of securities, but there are significant differences between the states.

For matters not unique to the state, but common to many states, see common concerns.