Form a Ohio S-Corporation
Everything you need to file yourself — or let EntityEngine handle it.
Ohio S-Corporation at a Glance
Form a Ohio corporation by filing the Articles of Incorporation with the Secretary of State — Business Services (state fee: $99), then file IRS Form 2553 to elect S-Corp tax status. Online filing is available.
How to Form a Ohio S-Corp — Step by Step
Follow these steps to form your Ohio S-Corporation yourself.
1Search for Corporate Name Availability
Go to the Secretary of State — Business Services search tool. Enter your desired corporate name to check availability. The name must be distinguishable from other registered entities in Ohio.
S-Corps must satisfy standard corporate naming guidelines, including an appropriate designator such as "Corporation", "Incorporated", "Company", or abbreviations like "Corp.", "Inc.", "Co."
Confirm the name is not trademarked by searching the USPTO database and ensure a matching web domain is available.
2Choose a Registered Agent
Every corporation in Ohio is required to maintain a registered agent with a physical street address in the state (P.O. boxes are not allowed).
The agent must be available during regular business hours to receive service of process and official state mail. You can act as your own agent if you reside in the state, or hire a professional service.
Using a professional registered agent service keeps your personal street address off the public records.
3Appoint Board Directors & Structuring Shares
Appoint your initial board of directors. To qualify for S-Corp status, the stock structure must meet strict IRS guidelines: only one class of stock is permitted (e.g. common stock).
While you can have voting and non-voting shares (since differences in voting rights alone do not create a second class), you cannot have preferred shares with liquidation or dividend preferences.
Keep share structures simple during incorporation. Any subsequent preferred share issuance will automatically void your S-Corp tax status.
4File Articles of Incorporation
To officially incorporate, you must file the Articles of Incorporation with the Secretary of State — Business Services. The state filing fee is $99.
Note that at the state level, there is no such entity as an "S-Corp." You file standard Articles of Incorporation to create a general for-profit corporation. S-Corp status is elected later with the IRS.
In some states, filing fees increase if you authorize a large number of shares or high par value. Start with a standard share pool (e.g., 1,000 to 10,000 shares of zero par value).
5Draft Bylaws and Corporate Minutes
Draft corporate bylaws to define rules for shareholder voting, board meetings, officer elections, and stock transfer limits.
S-Corp bylaws should include specific provisions restricting stock transfers to ineligible shareholders (e.g. partnerships, corporations, or non-resident aliens) to protect the entity's tax status.
Bylaws are kept in your internal records; they are not filed with the state.
6Obtain an Employer Identification Number (EIN)
An EIN is a federal tax ID issued by the IRS. You need it to open a business bank account, hire employees, issue shares, and file corporate tax returns.
You can apply online for free on the IRS website, and the number is issued immediately upon completion.
Applying for an EIN is always free. Do not pay third-party websites to get one for you.
7Hold the Organizational Board Meeting
Hold your first official board meeting. During this meeting, the board should adopt the bylaws, elect officers (President, Secretary, Treasurer), issue initial stock certificates to founders, and authorize opening a bank account.
The board should also formally pass a resolution authorizing the election of S-Corporation tax status.
Detailed board minutes serve as proof of corporate compliance and are essential during corporate audits.
8File IRS Form 2553 (S-Corp Election)
To finalize your tax status, you must file IRS Form 2553 (Election by a Small Business Corporation). All shareholders must sign the form consenting to the S-Corp election.
CRITICAL: Form 2553 must be filed with the IRS no later than 2 months and 15 days (75 days) after the date of incorporation, or at any time during the preceding tax year.
If you miss the 75-day deadline, you may still be eligible to apply for late election relief, but it requires writing a reasonable cause statement to the IRS.
9Complete State S-Corp Tax Elections
Confirm whether your state requires a separate S-Corp election. Most states automatically recognize federal S-Corp status, but a few require separate filings.
Ensure you register for state business taxes and payroll accounts with the Department of Revenue once your incorporation is active.
Failing to file the state-specific election in states like NY or NJ will result in the state taxing your profits twice under standard C-Corp rules.
Ohio S-Corp Filing Fees
Exact fees charged by the Secretary of State — Business Services for corporation incorporation.
| Fee Item | Amount | Required? |
|---|---|---|
| Articles of Incorporation (Filing Fee) | $99.00 | Required |
| Total (required fees) | $99.00 |
Official Ohio Corporate Forms
Download official forms or file directly online.
Ohio S-Corp Annual Requirements
Ohio S-Corp Tax Snapshot
Key tax details for Ohio S-Corporations.
S-Corporations feature pass-through taxation for federal and state income tax in most states, but may still be subject to franchise taxes or minimum taxes (such as California's 1.5% tax, minimum $800/year).
Ohio S-Corp — Watch Out For
Failing to file IRS Form 2553 within 75 days of incorporation will cause your election to be rejected, defaulting to C-Corp status.
States like New York and New Jersey require a separate state S-Corp election filing (Form CT-6 or CBT-2553) to avoid state double taxation.
S-Corps can only have 100 or fewer shareholders, and they must be U.S. citizens/residents. Ineligible shareholders automatically void S-Corp status.
Ohio S-Corp — Frequently Asked Questions
What is the difference between an S-Corp and a C-Corp?
A C-Corp is subject to corporate-level tax on profits (double taxation). An S-Corp is a tax election that allows profits to pass through to shareholders' personal tax returns, avoiding corporate-level taxation.
Can an LLC elect S-Corp tax status?
Yes. An LLC can elect to be taxed as an S-Corporation by filing IRS Form 2553, allowing pass-through taxation and potential savings on self-employment taxes.
How long do I have to file Form 2553?
You must file Form 2553 with the IRS within 75 days (2 months and 15 days) of your incorporation date, or during the tax year preceding the year the election takes effect.
What happens if my S-Corp has an ineligible shareholder?
If a corporation, partnership, or non-resident alien becomes a shareholder, your S-Corp tax status is immediately terminated, defaulting to a standard C-Corp.