Ohio LLC Operating Agreement
The Ohio LLC Operating Agreement is the core document that is referred to when issues
concerning an Ohio limited liability
company (“LLC”) need to be resolved.
The LLC
Operating Agreement is the most important document for your Ohio LLC.
In the case of a single member LLC, without the formality
of an LLC Operating Agreement, the LLC can closely resemble
a sole proprietorship, which does not limit your personal
liability for business debts of the LLC.
With respect to a multi-member LLC, the LLC Operating Agreement reflects the agreement among the members with
respect to the affairs and management of the LLC and governs
the relationship amongst the members of the LLC. By having
an LLC Operating Agreement, the members will be provided
with a clear set of rules that all members have agreed upon
greatly reducing the likelihood of disagreement between
them in the future. A LLC Operating Agreement will also
greatly reduce financial and management misunderstandings,
and make sure your business is governed by your own rules
-- not default rules created by the state of Ohio.
Need a LLC Operating Agreement for your Ohio LLC?
www.myLLCagreement.com
will generate a customized LLC Operating agreement for your
Ohio LLC in a matter of minutes.
Whether your LLC
will have one or more members, will be managed by its members
or by elected managers, or will be granting one or more
members an interest in the LLC for the performance of services,
myLLCagreement.com will generate a customized LLC operating
agreement tailored to the needs of your business.
If you don’t want
to spend thousands of dollars on a lawyer and don’t trust
outdated internet forms, then let myLLCagreement.com help
you create a customized LLC operating agreement for your
Ohio LLC.
The LLC operating
agreement does not have to be filed with any state agency.
All states, including the state of Ohio will enforce valid
operating agreements entered into among LLC members. The
operating agreement will only be enforced against the persons
who are parties to the agreement. Therefore, it is extremely
important that all members of an LLC sign the operating
agreement.
Your Ohio
Limited Liability Company
LLC Filing Office
Secretary
of State
Borden Building
180 East Broad Street
Columbus, OH 43215
Tel: 614-466-3910
http://www.sos.state.oh.us/SOS/
Check Name Availability
Entity or Franchise Level Tax
In general, partnerships and LLCs treated as
partnerships are not subject to the Ohio franchise tax. However, a pass-through entity with at least
one qualifying investor that is not an individual is subject
to an entity-level tax that is similar to a withholding
tax.
Effective July 1, 2005, Ohio requires business
entitles, including partnerships, LLCs taxable as partnerships,
and disregarded single-member LLCs, with taxable gross receipts
of $150,000 or more in a calendar year, to pay a commercial
activity tax (CAT), measured by gross receipts, for the
privilege of doing business in the state. The business entity must pay $150 for gross
receipts between $150,000 to $1 million.
The rate is phased in over the next five years in
20 percent increments and is subject to adjustment by the
Ohio Tax Commission if revenue collections of the tax are
10 percent or more greater or lesser than projections.
State LLC Act
The
Ohio LLC Act is contained in Title XVII, Chapter 1705 of
the Ohio Statutes.
Important Statutory Rules
LLC Management
An
LLC is managed by its members unless the Operating Agreement
states that the LLC is to be managed by one or more managers.
Admission of Members
Unless
otherwise provided in the Operating Agreement, new interests
in the LLC must be issued with the written consent of all
the members. Unless otherwise provided in the Operating Agreement,
the admission of a transferee as a member must be approved
by the unanimous consent of all non-transferring members.
Amending the Operating Agreement
No
statutory rules exist for amending the LLC Operating Agreement.
The Operating Agreement shall govern how it shall be amended.
Dissolution
Unless
otherwise specified in the Operating Agreement, unanimous
written consent of all members is required to voluntarily
dissolve the LLC.
GET A CUSTOMIZED OHIO LLC OPERATING
AGREEMENT IN MINUTES
