How to Form a Professional Corporation in Ohio (2023 Guide)

Forming a professional corporation in Ohio is an exciting endeavor for entrepreneurs looking to establish their professional services company in this vibrant state. A professional corporation (PC) offers many benefits, such as protecting personal assets from business liabilities and providing a structure that inspires trust in clients. In this comprehensive guide, we will walk you through the step-by-step process to form a professional corporation in Ohio, keeping in mind the regulations and requirements that might apply specifically to the year 2023.

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What is a Professional Corporation?

A professional corporation is a legally recognized business entity designed specifically for professionals in fields like law, medicine, engineering, architecture, and accounting. By forming a PC, professionals can protect themselves and their assets from claims associated with professional malpractice. These corporations must adhere to specific guidelines and regulations set forth by the state in order to ensure that only licensed professionals are involved in the organization.

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1. Choose a Name for your Professional Corporation

Choosing a name for your professional corporation is an important step as it sets the foundation for your business. When selecting a name, ensure it is unique and not already in use by another business in the state. It must also include a corporate ending, such as "Professional Corporation," "P.C.," or "Inc." Additionally, check the Secretary of State's website to make sure the desired name is available for use.

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2. Appoint Professional Corporators and Directors

Next, determine who will serve as the incorporators and directors of your professional corporation. In Ohio, a minimum of three individuals is required to fulfill these positions. Corporators will sign and file the Articles of Incorporation (the official document with the Secretary of State that establishes your professional corporation), while directors will be responsible for overseeing the management and affairs of the corporation.

3. Draft and File the Articles of Incorporation

The Articles of Incorporation is a vital legal document that officially registers your professional corporation with the state of Ohio. This document must include crucial information such as:

- The corporation's name, purpose, and duration

- The name and address of each incorporator and director

- The corporation's registered office and agent

- The number and class of shares that the corporation is authorized to issue

Once the Articles of Incorporation have been carefully drafted, file them with the Ohio Secretary of State's office. This usually involves completing a form, paying the necessary filing fee, and submitting the document online or by mail. Keep in mind that the filing fee may vary from year to year, so be sure to confirm the most up-to-date amount.

4. Obtain Necessary Licenses and Permits

As a professional corporation, it is crucial to obtain the necessary licenses and permits associated with your specific profession. Different professions have different requirements, so consult with the relevant licensing board or department to determine what credentials are needed. This step ensures that your PC remains compliant, legally authorized, and capable of providing professional services.

5. Draft and Adopt Corporate Bylaws

Corporate bylaws outline the internal rules and regulations that govern the corporation's operations and management. While they are not required by law, having well-defined bylaws can help establish clear guidelines and expectations for directors, officers, and shareholders. Bylaws typically cover areas such as meeting procedures, voting rights, roles and responsibilities, and decision-making processes within the corporation.

6. Hold an Initial Organizational Meeting

After filing the Articles of Incorporation and adopting corporate bylaws, hold an initial organizational meeting. During this meeting, you and any other directors or shareholders should discuss and record important decisions, such as appointing officers, assigning stock, and adopting any necessary resolutions. It is essential to maintain comprehensive minutes of these discussions and decisions for future reference.

7. Obtain an Employer Identification Number (EIN)

An Employer Identification Number (EIN) is issued by the Internal Revenue Service (IRS) and acts as a unique identifier for your professional corporation. It is necessary to conduct various business activities, like hiring employees and opening a business bank account. You can obtain an EIN by filling out an online application on the IRS website, free of charge.

8. Register for State and Local Taxes

To comply with state and local tax regulations, most professional corporations need to register for various taxes. This may include sales tax, income tax, or payroll taxes. Visit the Ohio Department of Taxation website to understand which taxes your corporation needs to register for and obtain the necessary permits and licenses.

All Set! Start Your Professional Corporation in Ohio

Once you have completed these steps and met the requirements mentioned in Ohio law, your professional corporation will be officially established. It is important to keep in mind that regulations and requirements may change over time, so it is advised to consult the Ohio Secretary of State's website or seek legal counsel for the most up-to-date information. With your professional corporation formed, you can focus on providing exceptional services to your clients while enjoying the benefits and protections offered by this unique business structure.

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Disclaimer: This article is intended for informational purposes only and should not be considered legal or professional advice. It is recommended to consult with a qualified attorney or business advisor for specific guidance on forming a professional corporation in Ohio.