Ohio LLC Operating Agreement Template [PDF]

The Ohio limited liability company (LLC) operating agreement is a legal document that defines how the company will be operated on a day-to-day basis and regulates the status of each member within the company.

The LLC operating agreement, or business operating agreement, also provides information on each member’s initial contribution to the company and their share of the company’s profits. Moreover, if the members decide to manage the company personally, it outlines their managerial rights and duties.

Is an Operating Agreement Required in Ohio?

No, the operating agreement is not required when establishing a company in Ohio. However, the parties are still drafting this document to optimize their business operations and prevent disputes between the members of the company.

4 Main Types of Operating Agreements

Before drafting the operating agreement, parties need to choose the type of document that suits their needs best:

Types of Operating Agreements

Single-member LLC operating agreement: Used when there is only one member of the LLC. Its form is less complex since it doesn’t regulate the relationships between multiple members.
Multi-member LLC operating agreement: Here, the two or more members use the operating agreement to regulate how the company will be organized and operated and outline the rights and duties of each member of the LLC.
Member-managed LLC operating agreement: Used when the members decide to participate actively in the company's decision-making process. It outlines their managerial rights and duties.
Manager-managed LLC operating agreement: Here, the members who decide to delegate their decision-making powers to the professional manager use the operating agreement to outline the scope of their authority.

Laws and Legal Requirements for LLC Operating Agreements in Ohio

Chapter 1706 of the Ohio Revised Code, also called the Ohio Revised Limited Liability Company Act, is a document that regulates the status of LLCs in Ohio.

Moreover, there are a few sections of this chapter that regulate the status of operating agreements in particular:

§ 1706.08: Limited liability company operating agreements
§ 1706.081: Enforcement of operating agreements
§ 1706.082: Operating agreement amendment, provision of rights, and obligations

How to Form a Limited Liability Company (LLC) in Ohio

Below, you can find the easiest way to form a limited liability company in Ohio:

How to Form a LLC in Ohio

#1. Choose a Business Name For Your LLC

Before applying for the company registration, you should choose a business name that is distinguishable from other business names registered in Ohio. Otherwise, your application might be rejected.

To check if your business name is distinguishable, go to the Secretary of State website and do a preliminary search.

#2. Choose the Type of LLC

Depending on the place of establishment, there are two main types of LLCs in Ohio:

Domestic LLCs: Limited liability companies that are established and registered in Ohio.
Foreign LLCs: Limited liability companies established outside Ohio but registered in Ohio due to their business operations in the state.

#3. Nominate an Agent

Here, you should appoint a registered agent who will be in charge of receiving official notifications and documents on behalf of the LLC.

It can be an individual with a registered address in Ohio or an entity with the authority to operate in Ohio. You can name an employee of the company as an agent or hire an agency that provides these services.

#4. File the Registration Documents

For domestic LLCs, you should file the Articles of Organization. You can file them online or by filling out Form 115-LCA.

For foreign LLCs, you should file the Registration of a Foreign LLC. You can file them online or by filling out Form 106-LFA.

#5. Pay the Required Fee

For both the domestic and foreign LLC registrations, you must pay the $99 filing fee.

If you are filing your documents online, the platform will lead you to the payment page, where you can pay the fee using your credit/debit card. If you are filing your documents via mail, you should write a check and send it to the following address:

Ohio Secretary of State, P.O. Box 670, Columbus, OH 43216

#6. Create your LLC Operating Agreement

After registering your LLC, you should create an operating agreement and outline all the operation processes in your company. The operating agreement is an internal document, meaning that you don’t have to register it with any state agency.

#7. Apply For an Employer Identification Number (EIN)

This number will enable you to open a company bank account and complete certain transactions. You can acquire it online or by filling out Form SS-4.