Dayton, OH

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How to start your LLC in Dayton, OH

STEP-BY-STEP GUIDE by Lee Payton Updated: November 11, 2022
STEP 1
Instant
Name your LLC
STEP 2
Instant
Appoint a Statutory Agent (Registered Agent)
STEP 3
3 - 7 days
File Articles of Organization
STEP 4
Varies
Draft an Operating Agreement
STEP 5
Instant
Get an EIN (Employer Identification Number)

Why form an LLC in Dayton, OH?

Dayton is the sixth-largest city in Ohio and the county seat of Montgomery County. It has a growing population of 137,644 and is home to several major companies. The city has a business model that is mostly focused on five industries: Aerospace R&D, Human Sciences and Healthcare, Information Technology, Water, and Advanced Materials and Manufacturing.

Dayton has been ranked as the #1 mid-sized metropolitan area in the nation for economic development and is fertile ground for entrepreneurs, investors, and employees. It is an excellent place to start your new small business.

We’ll cover: 

  • How to name your LLC and file the proper documents
  • How to stay compliant
  • Local Dayton business resources available to you

LLC Formation Process in a Nutshell

1. Name your LLC

How should you name your LLC? You might have your heart set on a name, but there are important things to consider first. You’ll want to ensure that it follows state rules and isn’t too close to an existing business’s name.

The rules for naming your company in Dayton, OH are fairly simple according to Ohio Revised Code Section 1705.05.

Your Ohio LLC name must end with one of the following:

  • “limited liability company”
  • “limited”
  • “LLC”
  • “L.L.C.”
  • “ltd.”
  • “ltd”

Ohio Revised Code Section 1701.05 does not let you use only the words “limited” or “company” by themselves to identify an LLC.

Your LLC name must be unique and easily distinguishable from other Ohio businesses. You want to avoid confusing the public with a name similar to that of another Ohio business.

Let’s say you have your heart set on the name “Dayton Air Conditioner Repair, LLC,” but after a search, you find another Ohio corporation named “Dayton Air Conditioner Repair, Inc.” The names are too similar even though “Inc.” is a different kind of company.

If you make a simple change to your name such as “Dayton Air Conditioner Service, LLC,” you should be okay.

Whatever name you choose shouldn’t be misleading to the public. This includes using another company’s name or choosing a name that would cause people to confuse it with government entities.

The Ohio Secretary of State also applies its own set of rules when deciding if a name is available. For more information, check out the Secretary of State’s Guide to Name Availability.

Section 1701.05 also bans the use of names that implies your business is:

  • A bank
  • A trust
  • A legal firm
  • An insurance company
  • A cooperative
  • A corporation

If your business name implies that you carry any form of professional license, at least one of your members must have that valid license issued by an appropriate government agency.

For example, if your business is named “Dayton Private Investigations, LLC,” you’ll need to hold a valid Ohio Private Investigator License.

Before filing your paperwork, check to see if your name is available in Ohio. You can perform a search for the name using the Ohio Secretary of State’s Business Name Search Tool.

If the name you want to use has already been registered by someone else, you can only use it if the other business agrees to let you. To prove this, you will need to file a Consent for Use of Similar Name (PDF) form (Form 590) when you register your LLC.

If the name you chose is available, you can reserve it for up to 180 days. This will prevent someone else from registering your name during this period. You must submit a Name Reservation form (Form 534B) and a $39 processing fee to the Ohio Secretary of State to reserve a name.

You can submit this form by mail, but for faster processing, we recommend submitting it via the Secretary of State’s Business Portal.

After naming your company, it’s also legal in Ohio to apply to do business under an assumed name or “DBA,” but more on that later in this article.

Instant
Free

2. Appoint a Statutory Agent (Registered Agent)

What is a registered agent? A registered agent is an individual or company that receives service of process, legal documents, and official notices on your business’s behalf. In Ohio, registered agents are known as “statutory agents”.

Service of process is a legal term for business letters or legal papers. Your statutory agent is the gatekeeper between you, the state, and the public.

Ohio state law requires that you appoint a statutory agent and provide their details at the time of filing your Articles of Organization. Ohio’s rules for naming and changing statutory agents are found in Ohio Revised Code Section 1705.06.

Registered agents must meet the following requirements:

  • Be at least 18 years old
  • Have a physical address in the state of registration
  • Be available to receive mail and sign official documents during normal business hours, Monday to Friday, 9 a.m. to 5 p.m.

A statutory agent must also respond quickly in the event of a lawsuit so that your business avoids missed deadlines, fines, or penalties for non-compliance.

Some business owners choose to designate themselves as registered agents because:

  • It’s cheap: You’re not paying someone for something you can do yourself.
  • It’s simple: The only address and contact information you have to keep current is your own.
  • It’s reliable: You will receive all important documents personally.

However, there are several downsides to this:

  • No privacy: You’ll have to make your address available to the public on the Secretary of State’s websites.
  • Junk mail/spam: Public-facing addresses are swarmed by junk mail in addition to a small amount of legitimate mail.
  • No breaks: Registered agents must be open for service during all business hours. They don’t get time off.
  • Business interruptions: If your agency address is the same as your business address, your business and clients may be interrupted by your duties as an agent. If you are getting served with a lawsuit in front of customers, that could be embarrassing or even hurt your business.
  • It’s your fault if you miss something: You always have to make sure your agency address is correct and up to date. If you make a mistake or miss something, that’s on you.

For these reasons, most experienced business owners hire companies to act as their registered agents. These services cost between $100 and $150 per year. If you choose to use a law firm, you could spend up to $500 per year.

If you choose to start your LLC by using a business formation company, they often include a registered agent service in their packages. Feel free to take a look at our registered agent recommendations article for more information.

Instant
$0 - $100

3. File Articles of Organization

What are Articles of Organization? These documents turn your business idea into an actual legal entity ready to sign contracts and do business. Ohio law states that filing the Articles of Organization makes it official.

To file, you’ll need the following basic information as listed in Ohio Revised Code Section 1706.16 of the Ohio Business Organizations Code:

  • The filer’s name and contact info
  • The LLC’s name
  • The statutory agent’s name, address, and signature
  • An authorized representative’s signature

You can file the articles of organization online or through the mail. We recommend using the online Ohio Business Portal to speed up the process.

The filing fee for your Articles of Organization is $99.

Average processing times are estimated to be between 3-7 business days.

For an additional fee, you can request expedited filing. Ohio offers three levels of expedited service:

  • Two business days: $100 fee
  • One business day: $200 fee
  • Four hours: $300 fee; must be received by 1:00 p.m.

To receive one-day or four-hour service, you must hand-deliver the articles of organization to the Secretary of State’s Client Service Center.

To save time and avoid the hassle of LLC filings, all seasoned entrepreneurs use LLC formation services. For recommendations, check out our article on the best LLC services.

3 - 7 days
$99

4. Draft an Operating Agreement

What is an operating agreement? An operating agreement is a contract between you and other members of your LLC. It outlines the rules by which your company does business, keeps you prepared for everyday situations, and protects against the unexpected.

Your operating agreement should list each member of the company and how they’re expected to work. It can be as simple or detailed as you’d like to make it.

Although not required by Ohio LLC law, we strongly urge you to consider one. Without an operating agreement, state law acts as a fallback. Remember that state laws don’t always work in favor of the business owner and may not align with your intentions.

The benefits of having an operating agreement include:

  • They determine the rights and duties of LLC members. If one LLC member is responsible for running the business or managing the books, the operating agreement should say so.
  • They say whether the LLC has a member or non-member manager and what the manager has the right to do. Managers also have special duties to the company and its members. The operating agreement should state these.
  • They outline what the LLC is legally able to do. The operating agreement should also set down how the company is allowed to conduct its business from day to day.
  • They say how new members can join the company. They also have rules about how exiting members can leave.
  • They set down how and when profits are paid to members. They can also create different types of membership and payment schemes.
  • They say whether members or managers are in charge. They also say how to hire and fire managers.
  • They say how and under what circumstances the LLC should end. You might not want to dissolve your business now, but you might in the future. It’s best to think about it and plan before it becomes an issue.
  • They say how to change the rules. You may need to amend your operating agreement in the future. The operating agreement should set down the rules for making changes.

When it comes to hiring, firing, and everything in between, an operating agreement allows you to customize the rules of the LLC according to your expectations. They should be signed by every member and kept somewhere safe.

The best LLC formation services provide operating agreement templates for as low as $50, and we highly recommend them.

Varies
Varies

5. Get an EIN (Employer Identification Number)

What is an EIN? Employer Identification Numbers are tax identification numbers assigned to businesses by the Internal Revenue Service. They function much like social security numbers, but for businesses instead of individuals. They allow the IRS to keep track of companies and other business entities that pay taxes.

Here are the most common cases in which your business will need an EIN:

  • You have more than one member
  • You have employees
  • Your business is taxed as a C or S corporation

We highly recommend getting an EIN even if they’re not required. Most banks and online payment services require them in order to open a business bank account for your LLC.

Obtaining an EIN is easy and can be done in minutes on the IRS website. You can also file via mail or fax.

It’s free of charge and shouldn’t be paid for unless part of a larger LLC formation package.

Read More: How to get an Employer Identification Number in Ohio

Instant
Free

Cheapest way to start your LLC

Do it Yourself
Gain personal knowledge
Lower upfront cost
You're losing money when you consider how much time it takes
There's the risk of making a mistake
It's a headache
Potential price
$0
Potential time
5+ days
Formation Service
Very easy to use
Affordable ($39 for an LLC)
Same-day filing
Highly reliable
Not ideal for complex LLCs
Potential price
$39
Potential time
30 min
Attorney
A lawyer can help you manage risk
Offers more customization when you need it
Costs more than any other method
Finding one takes time
Slower compared to formation services
Potential price
> $400
Potential time
5+ days

Licenses and Permits in Dayton, OH

Certain types of businesses require professional licensing, such as doctors, lawyers, and private investigators, just to name a few.

Check the Starting Your Business In Ohio Guide if you have questions about any licensing requirements for your business.

State

In Ohio, your Articles of Organization serve as the license or permit at the state level. No other documentation is required.

Local

The City of Dayton requires permitting or licensing for a small portion of businesses. For more information or to apply for one of these permits, visit the City of Dayton Permits Page.

Contact the City of Dayton if you have any questions.

Support for Small Businesses in Dayton, OH

As a thriving metropolitan area, Dayton offers plenty of support for your small business.  Here are just a few local Dayton organizations that can help:

Next Steps After you Register your LLC

Now that you’ve made it official and formed your Dayton, OH LLC, there are a few more easy steps to follow to complete the setup and protect your new business.

  • Register a Matching Domain

    There are several advantages to buying a matching domain, even if you don’t plan on building a website just yet.

    Competitors can easily buy your domain and its variations to keep you from using them.

    There are also people who intentionally search public records to find newly registered LLCs to buy and resell them at a higher price.

    A domain name from a provider like GoDaddy.com will cost you around $20 to $50 per year.  These hosts offer regular specials and discounts that help you save money even if a website isn’t in your immediate future.

  • File for a DBA (Doing Business As)

    Ohio allows you to do business under an assumed name (also known as a DBA). This means you can operate under a name different from the business’s legal name.  It can also help distinguish your company from other similarly named businesses.

    For example, your LLC’s legal name is “John’s Air Conditioner Service, LLC” but you want customers to know you as “Dayton AC Service,” “Dayton 24/7 Air Conditioner Repair,” or anything other than “John’s Air Conditioner Service.”

    In Ohio, you will need to file a Name Registration (PDF) form (Form 534A) with the Ohio Secretary of State to register your DBA. You will also need to pay a $39 filing fee.

    DBA filing is not required at the county or city level.

  • Stay Compliant

    Keeping your business compliant is vital to avoid fines, penalties, or state sanctions. You’ve come too far to let compliance issues shut you down.

    The Ohio Secretary of State does not require filing annual reports, and there are no annual fees.

    If your LLC will sell goods or have employees, you must register with the Ohio Department of Taxation (DOT). You can do this online using the Ohio Business Gateway.

LLC Formation FAQs

What are the benefits of an LLC?

Most importantly, having an LLC will ensure your personal assets are protected if your business cannot pay its debts. Running your business through an LLC can also provide you with better tax treatment. In addition, LLCs have fewer and less complicated reporting requirements compared to other types of businesses, making them particularly suitable for smaller businesses.

Do I have to form an LLC to start a business?

It is not strictly necessary to form an LLC in order to start a business. You can engage in business as a sole proprietorship instead. However, in that case, your personal assets may be at risk if your business takes on too much debt or loses a lawsuit in court.

How much does it generally cost to form an LLC?

It doesn’t cost much to set up an LLC for your business. In most states, you will need to pay less than $150 to register your new LLC with the local state authorities. In some states, you may need to pay some additional costs later on, for example, when filing an annual report or filing for a DBA.

How long does it take to form an LLC?

The time it takes to have your LLC approved can vary wildly depending on the state, the filing method you used and if you opted for expedited filing. In some states, you can have your LLC approved in as little as one day, while in others, it may take weeks or even months.

If you want the fastest possible turnaround time, you should consider using online filing and pay for expedited service, if available.

How will my LLC be taxed?

The IRS and most state tax authorities treat LLCs as “pass-through” entities. This means that your LLC does not pay taxes directly (as corporations do). Instead, the tax burden is passed through to the members of your LLC. The members will then include profits and losses from the LLC’s business on their personal income tax returns.

In what state should I form my LLC?

It is generally best to form your LLC in your home state, where you will actually carry out your business. Some people believe that it is advantageous to form your LLC in Delaware or Nevada. In reality, you would then have to register with the authorities in your home state as a foreign LLC and pay additional fees – without much benefit in return.

Do I need to file for a DBA?

You are not generally required to file for a DBA (“Doing-Business-As”). However, most business owners choose to do so anyway. Getting a DBA will allow you to omit the letters LLC from your customer-facing business name. You can also have multiple names for your LLC if you want to run more than one business through your LLC.

Can I form an LLC if I am not a US citizen or US resident?

Yes, you can form an LLC for your business in any US state. There is no requirement for you to be a US citizen in order to form an LLC, nor do you need the right to reside in the US. If your business is going to own physical property in a given state, you may want to form your LLC in that state.

Do I need to hire an attorney to form an LLC for my business?

No, you don’t need to hire an attorney to form an LLC for you. It is generally much cheaper and straightforward to file the necessary paperwork yourself or to hire an affordable LLC formation service to handle the work on your behalf. However, you may want to consider hiring an attorney if your business is very complex.