Ohio Nonprofit Incorporation Guide

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Quick Facts

A

Pre-Filing Checklist

1. 1.
   Name check & reservation (optional): Confirm availability on the SOS site. You can reserve a name for 180 days via Form 534B ($39).
2. 2.
   Directors: Ohio requires at least three directors under ORC 1702.27 (unless there are only one or two members); listing initial directors in the Articles is optional.
3. 3.
   Principal office: Your Articles must state the Ohio city and county of the principal office.
4. 4.
   Statutory agent (service of process): You must appoint an Ohio statutory agent and include the agent's signed acceptance; the agent's address must be a physical Ohio address (no P.O. Boxes/CMRAs).
5. 5.
   Purpose + IRS clauses plan: Draft a clear Ohio-compliant purpose (ORC 1702.03). Add an attachment with IRS 501(c)(3) clauses (organizational test, no private inurement/limits on lobbying, dissolution asset dedication).
6. 6.
   Special cases: If forming a Community Improvement Corporation (CIC), additional Attorney General examination applies, adding processing time.

B

Prepare the Articles of Incorporation

Complete Form 532B or use the online workflow with the following information:

1. 1.
   Corporate name: Must be available and distinguishable from existing entities.
2. 2.
   Principal office: City and county in Ohio (not a street address).
3. 3.
   Effective date (optional): Up to 90 days after filing.
4. 4.
   Purpose(s): Provide a purpose per ORC 1702.03 (SOS/IRS note: tax exemption requires appropriate purpose language).
5. 5.
   Original Appointment of Statutory Agent: Include agent's acceptance with physical Ohio address.
6. 6.
   Additional provisions attachment (recommended for IRS clauses): Create “Tax-Exempt Status and Dissolution” attachment with:

   • • IRS organizational test language
   • • No private inurement/political limits
   • • §501(h) election mention if applicable
   • • Dissolution/asset dedication to another 501(c)(3) or government
7. 7.
   Incorporator signature(s): Entity does not legally exist until approval.

C

File the Articles

1. 1.
   File online or by mail: Use Ohio Business Central or submit the typed PDF.
2. 2.
   Fees & expedite options:

   • • Standard filing: $99
   • • Level 1 expedite: +$100 (~2 business days)
   • • Level 2 expedite: +$200 (1 business day, in-person)
   • • Level 3 expedite: +$300 (4 hours, in-person)
   • • Optional preclearance: $50 (1-2 business days)
3. 3.
   Output: You'll receive approval and a filed copy/receipt (visible in your Ohio Business Central account) for banking, IRS, AG registration, etc.

D

Post-Filing Tasks

1. 1.
   EIN: Apply with the IRS (Form SS-4).
2. 2.
   Organizational meeting: Adopt bylaws; appoint at least three directors (per ORC 1702.27) and required officers; set fiscal year; banking resolutions.
3. 3.
   Charitable registration (AG): Register within 6 months of creation (and before soliciting). Annual report due the 15th day of the 5th month after fiscal year end; IRS Form 990 extension honored.
4. 4.
   SOS periodic filing: File Statement of Continued Existence (Form 522) every 5 years ($25) if you haven't filed anything else in that period.
5. 5.
   Sales tax exemption: Present STEC-U (one-time) or STEC-B (blanket) to vendors; Ohio does not issue a sales-tax “exemption number.”
6. 6.
   State business tax: Nonprofits are generally excluded from CAT; see ODT Information Release (Feb. 1, 2024). Unrelated business income may still trigger federal/state filing obligations.
7. 7.
   Local licenses & banking: Open a bank account (EIN + filed Articles + bylaws); obtain any required local permits.

Resources & Forms

• Initial Articles: Form 532B (PDF)
• Online Filing Portal: Ohio Business Central
• Name Reservation: Form 534B (180 days, $39)
• Statement of Continued Existence: Form 522 (Every 5 years, $25)
• Charitable Registration: AG Charitable Law Section
• Sales Tax Exemption Certificates: STEC-U / STEC-B Forms
• CAT Information for Nonprofits: ODT Information Release

Notes & Best Practices

• Keep your Ohio purpose clear (ORC 1702.03) and add a separate attachment for IRS 501(c)(3) clauses to avoid having to amend later
• Use a physical Ohio address for your statutory agent (no P.O. Boxes/CMRAs); remember the agent's signed acceptance
• Calendar your filings: AG initial registration within 6 months; AG annual report each year; SOS Statement of Continued Existence every 5 years
• There's no “exemption number” for sales tax—provide STEC-U/STEC-B to vendors and keep copies in your files
• Appoint at least three directors at your organizational meeting (required by ORC 1702.27 unless you have only 1-2 members)
• Community Improvement Corporations (CICs) require additional AG examination, which adds processing time
• Consider preclearance ($50) if you need certainty on your Articles before formal filing