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LeapLaw's 50 State Blawg  > Ohio
Sponsored by:
National Service Information, Inc.
National Service Information, Inc.
145 Baker Street
Marion, OH 43302
www.nsii.net
Phone: (740) 387-6806
Fax: (740) 382-1256



Unisearch, Inc.
Unisearch, Inc.
PMB 232
2545 Hilliard-Rome Road
Hilliard, OH 43206
www.unisearch.com
Phone: (614) 777-4470
Toll Free: (877) 208-7783
Fax: (877) 440-5104




Search posts for:

Basics Box: Ohio
Secretary of State
Status Search
Forms
  • Fax File:
  • UCC: Yes (with a prepaid account)
    Corporate: Yes (with a prepaid account)
  • E File:
  • UCC: Yes (with a prepaid account)
    Corporate: No
  • Expedited Services:
  • UCC: No (standard turnaround time 2-3 days)
    Corporate: Yes ($100 -- 24 to 48 hour turn-around)
  • Name Reservations:
  • Yes (180 days)
  • Preclearance:
  • Yes (24 to 48 hour turn-around)
    Advantages of Choosing NRAI as Your Registered Agent (Ohio)
    Apostilles and Authentications (Ohio)
    Certified Copies (Ohio)
    Contact Information for Ohio Secretary of State
    Domestic Corporate Dissolution Summary (Ohio)
    Domestic Corporation Summary (Ohio)
    Expedited Services (Ohio)
    Foreign Qualification Summary (Ohio)
    LLC Formation Summary (Ohio)
    Recommended Service Companies (Ohio)
    UCC Common Reasons for Rejection (Ohio)
    UCC Filings (Ohio)

    Advantages of Choosing NRAI as Your Registered Agent (Ohio)
    NRAI offers the most comprehensive suite of registered agent and entity management services available anywhere. Services are available in all 50 states, the District of Columbia and in most International Jurisdictions and include:

  • Comprehensive Nationwide and International Registered Agent Network

  • Registered Agent and Registered Office in all locations

  • Telephone and e-mail notification of Service of Process

  • Free delivery of all Service of Process via express courier

  • Computerized tracking of Service of Process

  • Forwarding of all official communications received including tax forms

  • Customized electronic tax calendar

  • Full access to NRAI Document Library and website tools

  • Convenient annual invoicing for all company groups, resulting in one common renewal month selected by the client

  • Representation as agent under contract such as loan agreements, etc.

  • Nominee Officer and Director and Holding company services

  • Special representation under specific statutes such as insurance, banking, broker dealer, real estate, etc.

  • Special Purpose Entity Services such as Independent Director/Member/Trustee

  • Annual Report filings services (ARMS)

  • Electronic annual report filing in some jurisdictions

  • Access to the NRAI Affiliate Network of over 500 services professionals

  • And more………

    NRAI offers the most competitive rates and in most instances can provide substantial savings over your existing service with an upgrade in responsiveness and service. To learn more about NRAI services, contact either NRAI or NRAI Affiliate Network members.
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  • Apostilles and Authentications (Ohio)
    Ohio Secretary of State (OH SOS) does not provide authentications and apostilles for OH documents notarized by OH notaries. Notaries register with the county Clerk of Court's office, in which the Notary resides. Contact your Ohio County Clerk of Courts for more information.

    OH SOS Additional Information

    About Authentication and Apostilles

    Authentication or a certificate of magistracy is an official certificate issued by the state official's office where the notary public is commissioned, confirming the existence of the notary public (or public officer) who has notarized the document. These certifications may be required when a document is being sent to another state or foreign country.

    If the countries where the document is being sent is a member of the Hague Convention, you can receive an "apostille" from the state where the notary is commissioned.

    In order to obtain an apostille or authentication, the document must be an original signed by the executing party, bearing an accurate notary public's signature (exact name of the notary as it currently stands of the state's records), date commission expires and notarial seal.

    If the country is not a member of the Hague Convention, the authentication process is a two step process. First the document will require certification from the OH Clerk of Courts as to the notary's signature. Second, it will require authentication of the country's embassy or consulate.

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    Certified Copies (Ohio)
    Document Retrieval, Generally

    Corporate documents, such as charters, certificates of change and annual reports filed with the secretary of state's office are public and retrievable by anyone. Plain copies are available for a minimal copy charge and are useful when information contained on the document is needed (i.e. last year's annual report) for reconstruction of a minute book or some other historical purpose). In some states, such as Delaware, plain copies can take longer to receive than certified copies.

    Secretaries of state will certify the documents on file for an additional fee. Some states, such as Massachusetts, provide the documents online at no charge. See LeapLaw's Corporate Connection for states offering on-line certified copies. If certified copies are needed, your preferred service company may assist or copies may also be ordered on-line at some secretaries of state. Certified copies of charter documents are a common requirement in corporate financing transactions.

    Transaction Tips: For transaction purposes, a certified copy of the charter is generally ordered to reflect the current structure of the corporation. Therefore, when ordering certified copies of the charter, typically the charter and amendments will suffice, as opposed to " everything on file" which would include all changes (i.e. resident agent) and annual reports. Changes and annual reports do not affect the structure of the corporation and are typically not necessary for closing purposes.

    “Restated forward” means all documents on file from the date of the most recent restated certificate of incorporation (or equivalent) forward to the date of the order. “Restated forward" is typically, but not always, sufficient for transaction purposes.

    For more information about public searches, see LeapLaw's Public Searches Best Practice Summary.
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    Contact Information for Ohio Secretary of State
    Send non-expedite filings to:
    PO Box stated on the form
    Columbus, OH 43216

    Send multiple filings to:
    Ohio Secretary of State
    PO Box 250
    Columbus, OH 43216

    Send overnight express packages to:
    Secretary of State
    Business Services Division
    180 E. Broad St., 16th Floor
    Columbus, OH 43215

    Central Ohio: (614) 466-3910

    Toll Free: 1-877-SOS-FILE (1-877-767-3453)

    Email: busserv@sos.state.oh.us

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    Domestic Corporate Dissolution Summary (Ohio)
    Pursuant to Ohio General Corporation Law (Ohio Rev. Code Ann. § 1701.86 et seq.), a corporation incorporated in Ohio may be voluntarily dissolved by delivering a Certificate of Dissolution to the Ohio Secretary of State (OH SOS).

    Affidavit of Personal Property: an Affidavit stating all the counties, if any, in Ohio in which the corporation has personal property, or a statement that the corporation is of a type required to pay personal property taxes to state authorities only, is required to be filed with the Certificate of Dissolution. Affidavit must be notarized.

    Tax Clearance: In addition to the Affidavit of Personal Property each Corporation that files a Certificate of Dissolution is required to file along with the certificate of dissolution, certificates and/or releases from each of the following governmental agencies which evidence that the corporation has paid various specified taxes or contributions, or has made adequate provision thereof. Two alternative methods are provided to fulfill this requirement:

    Certificate Method:

    A. Tax Clearance Certificate (Ohio Department of Taxation Form D-2) signed by the Tax Commissioner of Ohio indicating all franchise, sales, use and highway taxes have been paid or payment has been adequately guaranteed;

    B. Personal Property Tax Release Certificate from each county treasurer in which the corporation has personal property or a personal property tax release certificate from the Treasurer of State if the corporation pays personal property taxes to that official;

    C. Unemployment Compensation Clearance from the Ohio Department of Job and Family Services; and

    D. Workers' Compensation Certificate from the Ohio Bureau of Workers' Compensation.

    Affidavit Method:

    In lieu of obtaining tax, workers' compensation and unemployment compensation certificates, the corporation may submit an Affidavit (form attached to Certificate of Dissolution) stating the date upon which appropriate agencies were notified of the pending dissolution and an acknowlegement that the dissolution does not alleviate any possible liability for payment of taxes.

    Consents:

    Prior to Stock Issuance or Commencing Business: Majority of incorporators in writing.

    After Stock Issuance: By resolution of 2/3 of all voting shareholders at a special meeting or by unanimous written consent; or, in certain cases, by resolution of the board of directors at a meeting or by unanimous written consent.

    Notice of Dissolution: Following the filing of the Certificate of Dissolution, a notice of voluntary dissolution must be published once a week on the same day of each week for two successive weeks in a newspaper published and of general circulation in the county in which the principal office of the corporation is located; and must give written notice of dissolution either personally or by mail to all known creditors and claimants against the corporation.

    Execution and Filing: Submit one executed copy of the Certificate of Dissolution, tax, workers' compensation and unemployment clearances (or affidavit in lieu of), and the personal property affidavit to the OH SOS.

    Filing Fee: $50.00 (add $100 if expedited service is required), payable to the Secretary of State.

    Dissolutions, Generally

    A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.

    IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.

    For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.

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    Domestic Corporation Summary (Ohio)
    Pursuant to Ohio General Corporation Law (Ohio Rev. Code Ann. § 1701.01 et seq.), a corporation incorporating in Ohio files Articles of Incorporation with the Ohio Secretary of State (OH SOS).

    Filings made be made online.

    Corporate Name: The corporate name must contain "corporation" "company" "incorporated" or abbreviation thereof.

    Maximum Stock for Minimum Filing Fee: 1,500 shares with or without par value for min. filing fee.

    No. of Directors: The minimum number of directors is 3, unless there are less than 3 shareholders, then the number of directors may be equal to, but no less than the number of shareholders.

    Paid in Capital: There is no minimum amount of paid in capital required to commence business.

    Purpose: No specific business purpose is required.

    Preemptive Rights: Denied unless specifically granted.

    Cumulative Voting: Granted.

    Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of Ohio.

    Filing: Submit one executed original of the prescribed form of articles of incorporation and original appointment of statutory agent to the OH SOS.

    Filing Fee: $125 (add $100 if expedited service is required), payable to the Sercretary of State.

    Incorporations, Generally

    A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.

    LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.

    A complete incorporation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing a charter document for filing

  • Drafting bylaws

  • Preparing consent of incorporator (if applicable under relevant state law)

  • Preparing an organizational consent of directors

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)

  • Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance

  • Creating a stock ledger

  • Preparing and filing applications of foreign qualifications (if any)

  • Organizing the minute book

    For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.

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  • Expedited Services (Ohio)
    Expedited Service is available for all corporate filings filed at the Ohio Secretary of State (OH SOS) for a fee of $100.00.

    Note: Expedited services are not available for good standing certificates, copy requests or UCC filings.

    Schedule for filings delivered in person or via service company:

  • Received by 11:00 am, ready for pick-up at 2:00 pm
  • Received by 2:00 pm, ready for pick-up at 5:00 pm
  • Received after 2:00 pm, ready for pick-up at 11:00 am the following business day

    Express Service Mail: Documents delivered via express mail should be submitted with a correspondence slip (Form #593). Such documents will be typically processed within 24 to 48 hours after receipt.

    Rejected documents: Filings that are rejected are returned to the sender via mail.

    Non-Expedited Processing Time: For filings that are not expedited, turnaround time is generally 2-5 business days.
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  • Foreign Qualification Summary (Ohio)
    Pursuant to the Ohio General Corporation Law (Ohio Rev. Code Ann. § 1703.03 et seq.), a foreign corporation may not transact business in Ohio until it files an Foreign Corporation Application for License or Registration of Corporation Name with the Ohio Secretary of State (OH SOS).

    Name of Corporation: Name must contain "corporation" "company" "incorporated" "limited" or abbreviation thereof.

    Good Standing/Legal Existence Certificate: An original certificate of the corporation's good standing or legal existence issued from its domestic state, dated no more than 90 days earlier, must be attached to the Application for Certificate of Authority.

    Filing and Execution: The filing is signed by an officer of the company. Original executed copy is filed with the OH SOS.

    Filing Fee: $125 (add $100 if expedited service is required), payable to the Sercretary of State.

    Foreign Qualifications, Generally

    A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.

    For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.

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    LLC Formation Summary (Ohio)
    Pursuant to the Ohio Limited Liability Company Act (Ohio Rev. Code Ann. § 1705.04 et seq.), a limited liability company forming in Ohio files Articles of Organization with the Ohio Secretary of State (OH SOS).

    LLC Name: The LLC name must contain "limited liability company," without abbreviation or shall include one of the following abbreviations: "LLC," "L.L.C.," "limited," "ltd.," or "ltd".

    No. of Members: The LLC may have 1 member.

    Execution and Filing: Signed by an authorized representative and original submitted to the OH SOS.

    Filing Fee: $125 (add $100 if expedited service is required), payable to the Secretary of State.

    LLC Formation, Generally

    A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.

    LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.

    A complete formation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing the formation certificate for filing with the secretary of state

  • Drafting an operating agreement

  • Preparing an organizational consent of managers or members

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing and filing applications of foreign registrations (if any)

  • Organizing the company records book

    For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.

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  • Recommended Service Companies (Ohio)
    The service companies listed below are members of NRAI’s Affiliate Network. These companies are high-quality service companies that deliver double the service for a fraction of the cost of the larger companies.

    So whether you’re looking to save significant money on Registered Agent services or double the service for half the price on corporate and UCC services, we strongly encourage you to contact:

    National Service Information, Inc.
    145 Baker Street
    Marion, OH 43302
    Phone: 740.387.6806
    Fax: 740.382.1256

    ------------------------------------------------

    Unisearch, Inc.
    PMB 232
    2545 Hilliard-Rome Road
    Hilliard, OH 43206
    Phone: 877.208.7783 / 614.777.4470
    Fax: 877.440.5104
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    UCC Common Reasons for Rejection (Ohio)
    Generally:

  • The record has not been communicated by a method or medium authorized by this filing office.
  • An amount at least equal to the filing fee was not submitted.
  • Filing office is unable to read or decipher the information.

    UCC-1 Filings: most common reasons for rejection are the failure to:

  • provide the name of the debtor.
  • indicate whether the debtor is an individual or an organization.
  • provide the last name of the debtor (if identified as an individual)
  • provide organizational information for the debtor (if identified as an organization)
  • identify a type of organization.
  • identify a jurisdiction of organization.
  • provide a mailing address for the debtor.
  • provide a name for the secured party.
  • provide a mailing address for the secured party.
  • provide a name of the assignee (re: assignments).

    UCC-3 Filing: most common reasons for rejection are the failure to:

  • identify a file number of an initial financing statement to which it relates.
    Continuation
  • file within the six-month window prior to lapse.
  • provide a name for the assignee.
  • provide a mailing address for the assignee.

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  • UCC Filings (Ohio)
    UCC Financing Statements are filed in Ohio with the Ohio Secretary of State (OH SOS).

    Fixture filings will be filed at the county level where the mortgage is registered.

    In Ohio UCC filings can be done Filings made be made online.


    UCC Filings, Generally

    Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.

    Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.

    In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.

    Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.

    Foreign Debtors

    A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.

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