In Ohio, what goes into Articles of Incorporation?

In Business Organizations by Coolidge Wall

So you have decided to start a new business, and you would like to set it up as a corporation. Congratulations! While you are raising capital, hiring employees, signing contracts with vendors and obtaining the necessary licenses, don’t forget to file your Articles of Incorporation.

Ohio law requires all corporations in the state to file a document called Original Articles of Incorporation with the Secretary of State before beginning to do business. The Articles are relatively simple, but must include the following:

  • The corporation’s name, which must include either “Company,” “Co.,” “Corporation,” “Corp.,” “Incorporated,” or “Inc.”
  • The location of the corporation’s principal office.
  • If the corporation is issuing stock, the authorized number of shares, their classification and par value.
  • The amount of initial stated capital, if the corporation will have any.
  • An original appointment and acceptance of statutory agent, a person or entity that will be served any legal documents related to the business and share that information with its owners.

This is the bare minimum Ohio law requires, but business owners may wish to include more information, such as:

  • The names of the people who will be the corporation’s initial directors.
  • The purpose or purposes of the corporation.
  • Any provision that may be set forth in the corporation’s regulations.
  • The date the corporation will be organized, if different than the filing date.

Once the Articles are filed, the corporation officially exists in the eyes of the law, unless the Articles specify differently, as noted above. Though the required information is relatively little, a mistake could lead to serious problems later. A business attorney can help avoid errors in the Articles.