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The Ohio LLC operating agreement is a legal document that is not required legally, but highly recommended for those opening a limited liability company. This document allows the member(s) and/or owner(s) to clarify the business structure, outline responsibilities, identify voting rights, and protect their assets in the case of legal claims.

From Ohio Rev Code § 1705.01 (2019):

(J) “Operating agreement” means all of the valid written or oral agreements of the members or, in the case of a limited liability company consisting of one member, a written declaration of that member, as to the affairs of a limited liability company and the conduct of its business.

Ohio Operating Agreement Law

Per Sec. 1705.081 of the Ohio Revised Code:

(A) Except as otherwise provided in divisions (B) and (C) of this section, an operating agreement governs relations among members and between members, any managers, and the limited liability company. A limited liability company is bound by the operating agreement of its member or members whether or not the limited liability company executes the operating agreement. To the extent the operating agreement does not otherwise provide, this chapter governs relations among the members and between the members, any managers, and the limited liability company.
(B) Except as otherwise provided in division (C) of this section, the operating agreement may not do any of the following:
(1) Vary the rights and duties under section 1705.04 of the Revised Code;
(2) Unreasonably restrict the right of access to books and records under section 1705.22 of the Revised Code;
(3) Eliminate the duty of loyalty under division (B) of section 1705.161 of the Revised Code or division (B) of section 1705.281 of the Revised Code, but the operating agreement may identify activities that do not violate the duty of loyalty, and all of the members or a number or percentage of members specified in the operating agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(4) Eliminate the duty of care under division (B) of section 1705.161 of the Revised Code or division (C) of section 1705.281 of the Revised Code, but the operating agreement may prescribe the standards by which the duty is to be measured;
(5) Eliminate the obligation of good faith and fair dealing under division (D) of section 1705.281 of the Revised Code, but the operating agreement may prescribe the standards by which the performance of the obligation is to be measured;
(6) Eliminate the duties of a manager under division (B) of section 1705.29 of the Revised Code, but the articles or the operating agreement may provide that a manager who is a member of the limited liability company or who is serving as the representative of a member owes to the limited liability company and the other members only the duties that would be owed by the member or may prescribe in writing the standards by which performance is to be measured or identify activities that do not violate the manager’s duties;
(7) Eliminate the duties of an officer under section 1705.292 of the Revised Code, but the articles or the operating agreement may provide that an officer who is a member of the limited liability company or who is serving as the representative of a member owes to the limited liability company and the other members only the duties that would be owed by the member or may prescribe in writing the standards by which performance is to be measured or specify activities that do not violate the officer’s duties;
(8) Vary the requirement to wind up the limited liability company’s business in cases specified in division (A) or (B) of section 1705.47 of the Revised Code;
(9) Restrict the rights of third parties under this chapter.
(C) A written agreement, including a written operating agreement, that modifies, waives, or eliminates the duty of loyalty, the duty of care, or both for one or more members, managers, or officers shall be given effect.
(D) It is the policy of this chapter, subject to the limitations of divisions (B) and (C) of this section, to give maximum effect to the principle of freedom of contract and to the enforceability of operating agreements. Except as provided in divisions (B) and (C) of this section, the default rules relating to the rights and obligations between and among the members, managers, and officers of a limited liability company set forth in sections 1705.01 to 1705.52 and section 1705.61 of the Revised Code may be modified by the operating agreement or by the articles of organization.

Forming an LLC in Ohio

  1. Conduct a name search
  2. Choose a registered agent
  3. File formation articles
  4. Draft an operating agreement

Business names must be unique, so before filing articles of formation, it is important to create a name and search for existing businesses.

The name must include a form of LLC:

  • L.L.C.
  • LC
  • L.C.
  • Limited Liability Company
  • Std. Liability Co.

But, it cannot include other business types’ titles or abbreviations (“corporation”, “inc”).

The name may include professional titles (university, attorney, bank), as long as a licensed practitioner is part of the LLC and additional verification can be completed.

The name cannot include government agencies such as Treasury, CIA, DEA, NSA, etc.

To conduct the name search, use the Ohio Secretary of State Business Entity Search website.

Step 2: Choose Your Registered Agent

Every Ohio LLC must appoint a statutory agent (more commonly called a registered agent elsewhere) to serve as the legal point of contact for the business. The statutory agent is responsible for accepting legal documentation on behalf of the company such as lawsuits or business documentation.

The agent may be an individual or professional agent company.

Individual agents must have a physical or PO Box address in Ohio, which can include a street address, rented mailbox, or PO box.

When using a registered agent service, the agent must be authorized to do business in Ohio.

Step 3: File Your Formation Articles

Every LLC must file articles of formation in Ohio, with the specific documentation depending on the type of LLC being formed.

Domestic formations will file Articles of Formation as a new business in the state.

Online Filing (Domestic):

  • $99 filing fee
  • Turnaround time: 2-4 business days
  • Create an account and submit online

Mailed Filing (Domestic):

  • $99 fee plus optional $100 expedited service fee*
  • Turnaround time: 3-7 business days upon receipt, 2 business days upon receipt if expedited
  • Fill out the form online or after printing and mail to:

Ohio Secretary of State
PO Box 670
Columbus, Ohio 43216

In-Person Filing (Domestic):

  • $99 fee plus optional expedited service fee*
  • Turnaround time: 3-7 business days, unless expedited
  • Fill out the form online or after printing and deliver to:

Ohio Secretary of State
PO Box 1390,
Columbus, OH 43216

Foreign formations will file Articles of Foreign Registration with Ohio.

Online Filing (Foreign):

  • $99 filing fee
  • Turnaround time: 3-7 business days upon receipt, 2 business days upon receipt if expedited
  • Create an account and submit online

Mailed Filing (Foreign):

  • $99 fee plus optional $100 expedited service fee*
  • Turnaround time: 3-7 business days upon receipt, 2 business days upon receipt if expedited
  • Fill out the form online or after printing and mail to:

Ohio Secretary of State
PO Box 670
Columbus, Ohio 43216

In-Person Filing (Foreign):

  • $99 fee plus optional expedited service fee*
  • Turnaround time: 3-7 business days, unless expedited
  • Fill out the form online or after printing and deliver to:

Ohio Secretary of State
PO Box 1390,
Columbus, OH 43216

*Expedited Service fees are broken down into 3 options/levels:

Expedite Service 1, mentioned above, guarantees processing within 2 business days.

Expedite Service 2, only available for walk-in filing, costs $200 and guarantees processing within 1 business day.

Expedite Service 3, also only available for walk-in filing, costs $300 and guarantees processing within 4 hours, if received by 1:00 pm.

Expedited filing must be mailed to:

Ohio Secretary of State
PO Box 1390,
Columbus, OH 43216

Step 4: Draft an Ohio Operating Agreement

An operating agreement is not legally required in Ohio, but it is highly recommended for creating a structure for the LLC. Organizing responsibilities, communicating rights, breaking down financial planning, filing for organization, and settling legal disputes are all made easier by the legal document.

It is recommended that all members retain a signed copy of the agreement, but it is not filed with the state.