Who this is for
- Ohio residents forming an LLC for a business run in Ohio
- New Ohio LLC owners checking the CAT, city income tax and their own Ohio return
Not covered here
- State-neutral formation steps, the operating agreement and the EIN
- City withholding for employees and the 20-day rule
- The CAT for sellers based outside Ohio
- Ohio pass-through entity tax calculations
- Owners who live outside the US
How do I start an LLC in Ohio, and what does it cost?
To start an LLC in Ohio, file articles of organization with the Secretary of State for $99 (ORC 111.16(F)) and name an Ohio statutory agent who signs an acceptance. There is no annual report and no yearly state fee. What the LLC owes after that depends on where it works and how much it takes in, not on the filing.
| Item | Ohio rule |
|---|---|
| State filing | Articles of organization, $99 |
| Statutory agent | Required at all times; Ohio's name for a registered agent |
| Annual report or yearly fee | None; filings and fees only when something changes |
| Commercial activity tax (CAT) | Only on Ohio taxable gross receipts above $6 million a year, commonly owned businesses counted together, at 0.26% |
| City income tax | On net profit in each city or village that levies one where the business works, and in the owners' home cities |
| Owners' Ohio income tax | On each owner's IT 1040; LLC profit passes through, including after an S corporation election, unless the LLC elects C corporation tax |
A simple case is one owner who lives and works in one Ohio city, has no employees and takes in far less than the CAT exclusion. The case stops being simple when the business works in several cities, the LLC has two or more members (it then becomes a city taxpayer itself), a member lives outside Ohio, receipts approach the exclusion, or the LLC elects S corporation tax.
Gather before you file: a name with an allowed ending, the statutory agent's Ohio street address and signed acceptance, each member's name, home city and school district, the cities where the work will be done, a rough estimate of the year's receipts, and whether you will hire. For the steps every state shares, including the operating agreement, see how to form an LLC.
How do I file the Ohio LLC form online?
File the articles of organization through the Secretary of State's online filing application, which needs an account with a user name, password and electronic signature (OAC 111:1-4). The fee is $99.
- Choose the name. It must contain "limited liability company," "LLC," "L.L.C.," "limited," "ltd." or "ltd" and be distinguishable from names already on the state's record (ORC 1706.07).
- Line up the statutory agent. The agent signs a written acceptance that goes with the articles (ORC 1706.09(B)).
- Complete the articles. They must give the LLC's name and the agent's name, street address and acceptance; anything else is optional (ORC 1706.16). Member names are not on the required list.
- Pay and submit. The state acknowledges an online filing when it is submitted, and may still review it (OAC 111:1-4-03). An expedited service is available for an extra fee (ORC 111.23).
The LLC exists when the Secretary of State files the articles, or at a later date stated in them. The operating agreement can be signed before, at or after filing. Get the EIN after approval; see EIN for a single-member LLC.
Who is the statutory agent, and how do I change it?
Ohio calls the registered agent the statutory agent: an Ohio resident, or a business entity with an Ohio business address, that receives legal papers for the LLC. A member who lives in Ohio can serve, but a person serving gives the street address of their Ohio home, which goes on the state's record; a post office box does not qualify (ORC 1706.09).
A change of agent or agent address is filed with the Secretary of State for $25 (ORC 111.16(R)), and an LLC left without an agent can have its articles canceled. For who should serve and reinstatement, see registered agent.
Does an Ohio LLC file an annual report or pay a yearly fee?
No. Ohio's LLC law, Chapter 1706, sets no annual or biennial report, and the state's fee list has no yearly LLC fee (ORC 111.16). Filings follow events:
| Event | Filing | State fee |
|---|---|---|
| Change the name or other terms of the articles | Certificate of amendment | $50 |
| New agent or new agent address | Appointment and acceptance, or address statement | $25 |
| Close the LLC | Certificate of dissolution | $50 |
Mailers offering to file an "annual report" or sell a state certificate for a fee are private offers. Ohio law requires such a mailer to state that it is an advertisement, not made for any government agency, and to print "THIS IS NOT A GOVERNMENT DOCUMENT" on the envelope (ORC 111.242). The state's own fee to seal a certificate of good standing is $5 (ORC 111.16(K)); see certificate of good standing. Other states' reports are in LLC annual fees and reports by state.
Does an Ohio LLC owe the commercial activity tax (CAT)?
Only if its Ohio taxable gross receipts pass $6 million in a calendar year. Those are, roughly, what the business takes in from Ohio customers before any expenses, counted together with any business more than 50% owned by the same owners (ORC 5751.01; ORC 5751.012). At or below that, the LLC registers for nothing and files no CAT return (Information Release CAT 2023-01). Ohio has also ended the CAT's old annual minimum tax, so most new LLCs owe no CAT.
Above the exclusion:
- Rate: 0.26% of taxable gross receipts above the exclusion (ORC 5751.03). It is a tax on receipts, not profit, so a business can owe it in a loss year.
- Registration: within 30 days after receipts first pass the exclusion, with a $20 fee per business (at most $200 for a group) taken out of the first tax payment. Late registration adds $100 a month, up to $1,000 (ORC 5751.04).
- Returns: quarterly, due by the 10th day of the second month after each quarter (ORC 5751.051).
- Groups: commonly owned businesses, together with their owners, register and file as one combined group, unless they elect to file as a consolidated group instead (ORC 5751.012). Every member, owners included, is liable for the whole group's unpaid tax (ORC 5751.014).
For a business outside Ohio selling into it, see gross receipts taxes in other states.
Which city income tax applies, and does the LLC file a net profit return?
An Ohio city or village that levies an income tax taxes everyone who lives there, and everyone who earns income there (ORC 718.04). Townships do not levy it, though some joint economic development districts and zones do (ORC 715.72; ORC 715.691). Who files the business's net profit return depends on how the LLC is taxed (ORC 718.01):
| LLC | City taxpayer | What is taxed where |
|---|---|---|
| One owner, an individual, no tax election | The owner, not the LLC | The owner's home city taxes all of the net profit; other cities where the business works tax their share |
| Two or more members (partnership) | The LLC | The LLC files in each city where it does business; members' home cities may also tax each member's share |
| Elected S corporation | The LLC | The LLC files where it does business; the owner's salary is taxed like any wage; profit shares are generally not taxed again, outside a few cities that kept that tax |
Net profit earned in several cities is split by the average of three ratios: property, payroll and gross receipts in each city (ORC 718.02). A home city may give residents a credit for tax paid to the city where they work, but the credit is the city's choice, so the same income can be taxed twice in part.
An LLC's net profit return is due by the 15th day of the fourth month after its year ends; an individual's city return is due with the state return (ORC 718.05). No payment is due when the net profit tax due is under $10, but the return is still filed. Estimated payments are required if the year's tax, after withholding and credits, will be at least $200 (ORC 718.08).
Can the LLC file one city return through the state?
Yes, if the LLC itself is the city taxpayer. It can elect to have the state Tax Commissioner administer all its city net profit taxes, by the 15th day of the fourth month after its tax year begins; the election lasts until the LLC ends it (ORC 718.80). Individuals cannot elect (ORC 718.81), so a single-member LLC owned by a person reports on the owner's own city returns. For employees working in several cities, see Ohio city income tax for traveling crews.
How do owners pay Ohio income tax on LLC profit?
Ohio taxes an LLC's profit through its owners, on each owner's IT 1040. An individual deducts the first $250,000 of business income ($125,000 for each spouse filing separately), and the rest of the business income is taxed at 3% (ORC 5747.01(A)(28); ORC 5747.02).
An owner who lives in a school district with an income tax also files a school district return, and that tax gets no business income deduction: a district that taxes all income adds it back, and one that taxes only earned income includes net earnings from self-employment (ORC 5748.01(E)).
An LLC with members who live outside Ohio, or members that are trusts or pass-through entities, files for them once their combined Ohio share passes $1,000: the IT 1140 withholding return, or the IT 4708 composite return that can include them. Neither is needed when every member is a full-year Ohio resident individual (IT 1140 instructions).
Can an Ohio LLC elect the pass-through entity tax?
Yes, if it is taxed as a partnership or S corporation: it can elect to pay Ohio tax for its owners on the IT 4738. A single-member LLC taxed as part of its owner (a disregarded entity) cannot (ORC 5747.38(C); IT 4738 instructions). The rate, deadline and whether it helps are in pass-through entity tax by state.
What other Ohio accounts might the LLC need?
Only the ones its activity triggers:
- Sales tax: a vendor's license before making taxable retail sales, $50 for each fixed place of business (ORC 5739.17). See when you must collect sales tax.
- State withholding: an employer in Ohio withholds Ohio income tax from employees' wages (ORC 5747.06).
- City withholding: an employer withholds for the city where each employee works (ORC 718.03), subject to the 20-day rule in the traveling crews guide.
- Federal: a US-formed LLC does not file a beneficial ownership report; see BOI report: who still files. The full checklist is in after you form your company.
Sales tax and withholding are collected for the state and cities. If the LLC does not file or pay them, the members, managers or employees responsible for doing so can be held personally liable, even after the LLC dissolves (ORC 5739.33; ORC 5747.07(G); ORC 718.03(I)).
Example
These examples are illustrative; figures are in US dollars.
A Columbus web developer, one owner
A web developer who lives and works in Columbus forms a single-member LLC and pays the $99 filing fee. No annual report follows. Receipts of $150,000 are far below the $6 million CAT exclusion, so there is nothing to register. The LLC is not a separate city taxpayer: the owner reports its $90,000 net profit on her own Columbus return, and cannot use the state's central filing because she is an individual. On her IT 1040, the business income deduction can cover that business income; a school district income tax, if her district levies one, would still apply.
A Cleveland contractor working in three suburbs
Two partners form a contractor LLC based in Cleveland that works jobs in three suburbs. The LLC is a city taxpayer. Each city where it works may tax a share of its net profit, split by property, payroll and receipts in that city, so the books track receipts and wages by job city. The LLC can file each city's return, or elect state administration by the 15th day of the fourth month after its tax year begins (April 15 for a calendar year). Each partner's home city may also tax that partner's share.
A Cincinnati wholesaler with $8 million of Ohio receipts
A wholesaler's Ohio taxable gross receipts reach $8 million for the year. It registers for the CAT within 30 days after receipts pass $6 million and files quarterly returns. The year's CAT is ($8,000,000 − $6,000,000) × 0.26% = $5,200, owed whether or not the business made a profit; the $20 registration fee comes out of its first payment. City net profit tax is separate.
Different for you?
- The business works in several Ohio cities, or has employees who move between them: apportionment and withholding need records by city from day one; see Ohio city income tax for traveling crews and get business formation help.
- Receipts are approaching the CAT exclusion, or you own several businesses: combined groups count together; see gross receipts taxes in other states and get business formation help.
- A member lives outside Ohio: the LLC may need to file the IT 1140 or IT 4708 for that member; get business formation help.
- You are considering an S corporation election: it changes the city taxpayer and the owners' tax; see should you elect S corporation status and get business formation help.
- The owner lives outside the US: see US LLC for non-residents, step by step.
- The LLC was formed in another state but works in Ohio: see registering in another state.
- The LLC is no longer used: see unused LLC: keep or close.
Figures on this page
| Figure | Value | Source |
|---|---|---|
| Ohio filing fee for a domestic LLC's articles of organization Secretary of State fee for filing and recording articles of organization of a limited liability company. R.C. 111.16(F). Expedited handling costs extra. | $99 | Ohio Revised Code 111.16(F) Checked |
| Ohio CAT annual exclusion amount For 2025 and later; also the registration threshold. R.C. 5751.01(R). | $6 million Tax year 2026 | Ohio Department of Taxation: Commercial Activity Tax Checked |
| Ohio commercial activity tax rate Of Ohio taxable gross receipts above the annual exclusion. | 0.26% Tax year 2026 | Ohio Department of Taxation: Commercial Activity Tax Checked |
| Ohio fee to file a change of statutory agent or agent address Change of agent, resignation of agent, or change of agent's address under R.C. 1706.09 (and other entity chapters). R.C. 111.16(R)(1). | $25 | Ohio Revised Code 111.16(R)(1) Checked |
| Ohio fee to file an amendment to an LLC's articles of organization Amendment or restatement under R.C. 1706.161. R.C. 111.16(P). | $50 | Ohio Revised Code 111.16(P) Checked |
| Ohio fee to file an LLC's certificate of dissolution Certificate of dissolution or cancellation under R.C. 1706.471. R.C. 111.16(N)(1). | $50 | Ohio Revised Code 111.16(N)(1) Checked |
| Ohio Secretary of State fee to seal a certificate of good standing Fee for creating and affixing the Secretary of State's seal to any good standing or other certificate. R.C. 111.16(K)(1). | $5 | Ohio Revised Code 111.16(K)(1) Checked |
| Ohio CAT combined group common ownership share A common owner holding more than this puts members with Ohio nexus in one combined group. | 50% | Ohio Department of Taxation: CAT groups Checked |
| Ohio CAT registration fee per person Deducted from the first tax payment after registering or adding members; no separate fee is collected. R.C. 5751.04(C)(1). | $20 | Ohio Revised Code 5751.04(C)(1) Checked |
| Ohio CAT registration fee maximum for a consolidated or combined group Twenty dollars per person, up to this amount per consolidated elected taxpayer or combined taxpayer group. R.C. 5751.04(C)(1). | $200 | Ohio Revised Code 5751.04(C)(1) Checked |
| Ohio CAT late registration penalty per month Up to this a month. | $100 | Ohio Department of Taxation: Commercial Activity Tax Checked |
| Ohio CAT late registration penalty maximum | $1,000 | Ohio Department of Taxation: Commercial Activity Tax Checked |
| Ohio municipal net profit tax: amount due below which no payment is required No remittance is required if the tax due is less than this amount, but the net profit return must still be filed | $10 | Ohio Revised Code: Section 718.05(H) Checked |
| Ohio municipal estimated tax declaration threshold A declaration of estimated tax is required if the amount payable as estimated taxes is at least this amount | $200 | Ohio Revised Code: Section 718.08(B) Checked |
| Ohio individual income tax business income deduction Deducted from the business income in federal AGI; for all filers other than spouses filing separately. R.C. 5747.01(A)(28). | $250,000 Tax year 2026 | Ohio Revised Code 5747.01(A)(28) Checked |
| Ohio business income deduction for each spouse filing separately R.C. 5747.01(A)(28). | $125,000 Tax year 2026 | Ohio Revised Code 5747.01(A)(28) Checked |
| Ohio income tax rate on an individual's taxable business income Flat rate on business income above the business income deduction. R.C. 5747.02(A)(4)(a). | 3% Tax year 2026 | Ohio Revised Code 5747.02(A)(4) Checked |
| Ohio pass-through entity withholding: sum of qualifying investors' adjusted qualifying amounts above which the tax applies The pass-through entity withholding tax (IT 1140) applies only if the entity has Ohio nexus and the sum of its qualifying investors' adjusted qualifying amounts exceeds this amount. R.C. 5747.41 (individual investors); the same amount in R.C. 5733.41 (other investors). Not owed when the entity elects the IT 4738 tax. | $1,000 | Ohio Revised Code 5747.41 Checked |
| Ohio vendor's license fee for each fixed place of business Required before making taxable retail sales; paid to the county or through the Tax Commissioner's registration system. R.C. 5739.17(A) and (C). | $50 | Ohio Revised Code 5739.17 Checked |
Primary sources
- Ohio Revised Code 111.16: Secretary of State fees
- Ohio Revised Code 111.23: Expedited and electronic filing
- Ohio Revised Code 111.242: Commercial solicitations
- Ohio Administrative Code Chapter 111:1-4: Electronic business filings
- Ohio Administrative Code 111:1-4-03: Acknowledgment of electronic filings
- Ohio Revised Code Chapter 1706: Revised Limited Liability Company Act
- Ohio Revised Code 1706.07: LLC names
- Ohio Revised Code 1706.09: Statutory agent
- Ohio Revised Code 1706.16: Articles of organization
- Ohio Department of Taxation: Information Release CAT 2023-01
- Ohio Revised Code 5751.01: CAT definitions
- Ohio Revised Code 5751.012: CAT combined groups
- Ohio Revised Code 5751.014: CAT group members' joint liability
- Ohio Revised Code 5751.03: CAT rate
- Ohio Revised Code 5751.04: CAT registration
- Ohio Revised Code 5751.051: CAT returns
- Ohio Revised Code 718.01: Municipal income tax definitions
- Ohio Revised Code 718.02: Net profit apportionment
- Ohio Revised Code 718.03: Municipal withholding
- Ohio Revised Code 718.04: Municipal income tax levy and resident credit
- Ohio Revised Code 718.05: Municipal returns and due dates
- Ohio Revised Code 718.08: Municipal estimated tax
- Ohio Revised Code 718.80: State administration of municipal net profit tax
- Ohio Revised Code 718.81: Definitions for state-administered net profit tax
- Ohio Revised Code 715.72: Joint economic development districts
- Ohio Revised Code 715.691: Joint economic development zones
- Ohio Revised Code 5748.01: School district income tax definitions
- Ohio Revised Code 5747.38: Electing pass-through entity tax
- Ohio Revised Code 5747.01: Business income deduction
- Ohio Revised Code 5747.02: Income tax rates
- Ohio Revised Code 5747.06: Employer withholding
- Ohio Revised Code 5747.07: Withholding returns and personal liability
- Ohio Revised Code 5747.41: Pass-through entity withholding tax
- Ohio Department of Taxation: 2025 IT 1140 instructions
- Ohio Department of Taxation: 2025 IT 4738 instructions
- Ohio Revised Code 5739.17: Vendor's license
- Ohio Revised Code 5739.33: Personal liability for sales tax
About this guide
Published by Cloud Accounting under standing professional approval. This version has no separately recorded personal review. It explains general rules for the tax year shown. It is not advice for your situation.
Changes
- : First published.