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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? 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, 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If you don’t want to spend thousands of dollars on a lawyer and don’t trust outdated internet forms, then let help you create a customized LLC operating agreement for your Ohio LLC.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
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.
The Ohio LLC Act

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.


Unless otherwise specified in the Operating Agreement, unanimous written consent of all members is required to voluntarily dissolve the LLC.



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