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Reinstatement Limitations. Senate Bill 98 (opens in a new window) limits the amount of time to reinstate a cancelled business entity. Reinstatements must be filed within 2 years of cancellation. Failure to file a reinstatement within the 2-year timeframe will result in the business entity being cancelled permanently. The 2-year reinstatement ...
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and cannot reinstate the original entity. When a corporation...
- Instructions
Sep 29, 2013 · Section 5703.93 | Reinstatement after cancellation. Section 5703.93. |. Reinstatement after cancellation. (A) (1) Any corporation whose articles of incorporation or license certificate to do or transact business in this state has been canceled by the secretary of state pursuant to section 5703.91 of the Revised Code shall be reinstated and ...
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What types of payments does the Secretary of State accept for the filing fee?
When mailing a document to our office, please submit a check or money order made payable to “Ohio Secretary of State.” If you would like to pay in cash, please do so in person at the Client Service Center at 180 E. Broad Street, Columbus, Ohio 43215.
How should I form my business entity?
The Secretary of State’s office may not advise you on what type of business entity to form such as a corporation, limited liability company or partnership. It is best to consult with an attorney who can properly advise you. Upon determining the type of business entity you would like to form, our office can assist you in the filing process.
Who is required to register with the Ohio Secretary of State?
Any business entity, domestic or foreign, planning to transact business within Ohio, using a name other than their own personal name, must register with this office. Business entities must file the appropriate formation documents to register their business. Sole proprietorships and general partnerships are not required to register the business entity; however, they may need to register a trade name or report the use of a fictitious name if they are doing business in a name not their own. (For...
Do I need to file a Name Registration Form to protect my business name if I filed a business entity?
No, if you registered your business with our office, for example a corporation or LLC, the name is automatically protected with that registration. You do not have to file a name registration form in addition to the business formation document to protect the name.
What can I do if a business already exists with the name that I want to use?
If the name is already in use, you must obtain permission from business or person who is registered with that name. You must file Form 590(opens in a new window)Consent for Use of Similar Name. If you cannot obtain consent, you are required to change your name so that it is distinguishable upon the record from any previously registered name, before you may file with this office.
What is the difference between a trade name and a fictitious name?
A trade namemust be “distinguishable upon the records” from other previously registered business names. This means that so long as your proposed name is available, if you file a trade name, no other entity could use that name. Fictitious names are not required to be distinguishable upon the records from any other previously registered name. However, a fictitious name provides no protection because other registered names are not required to be distinguishable from a fictitious name. For exampl...
Are all Nonprofit Corporations tax-exempt?
Not all nonprofit corporations on file in our office are necessarily tax-exempt. A nonprofit corporation must file for tax-exempt status with the Internal Revenue Service. The IRS often requires very specific language to be listed in the purpose clause of the Articles of Incorporation for a nonprofit corporation. If a corporation omits that language when filing in this office, they will need to file an amendment prior to filing with the IRS for tax-exempt status. The records of this office do...
Can a nonprofit organization register a trademark or service mark?
Yes. If a nonprofit corporation uses words or symbols to identify the organization or its services, it may be able to register the words or symbols as a trademark or service mark. Please review our publication entitled "Guide to Registering Your Trademark or Service Mark in Ohio"(PDF) for more detailed information.
Is copyright protection available for materials created by nonprofit organizations?
Copyright protection may be available to a nonprofit organization for materials the organization creates. Please note that there is no copyright registration at the state level in Ohio. Questions regarding copyright registration/protection should be directed to the United States Copyright Office(opens in a new window).
Can your office provide me with the names of a business’ owners and/or officers?
The Secretary of State does not list of the owners or officers of registered entities. If you wish to contact the company, our office records the name and address of an entity’s Statutory Agent. In order to find this information, click here to search for a company by name or charter/registration number(opens in a new window).
What is the difference between held, cancelled and dissolved status on the name availability database?
The status type refers to the availability of that business name. Active means the business registered entity that has that name has an exclusive right to use this name and you must obtain consent if you wish to use this business name. Held means a “hold” has been filed on this name and the registrant has an exclusive right to this name until the hold expires. If you wish to use a name in held status, you must obtain consent prior to filing. Cancelled and Dissolvedmeans the entity that had th...
How do I notify your office if my business information changes or I cease doing business?
Depending on what information is changing, you can file one of the various amendment forms. Click here to access the various types of filing forms. A minor or single change is often done by an amendment. If the changes are more extensive, Amended and Restated Articles are usually filed. If you cease doing businesses, you should file the appropriate dissolution form for your type of business.
What is the difference between filing an amendment to articles of incorporation and filing amended or restated articles of incorporation?
An amendment changes selected terms of the original articles of incorporation. Amended or Restatedarticles of incorporation replaces and supersedes the existing articles.
What is a statutory agent and who is required have one?
All business entities are required to appoint and maintain a statutory agent. A statutory agent will be served all legal documents regarding your business entity and is responsible for sharing this information with you. As such, the agent should be chosen carefully.
Who can be a statutory agent?
The statutory agent must be one of the following: (1) A natural person who is a resident of this state; or (2) A domestic or foreign corporation, nonprofit corporation, limited liability company, partnership, limited partnership, limited liability partnership, limited partnership association, professional association, business trust, or unincorporated nonprofit association that has a business address in this state. If the agent is a business entity then the agent must meet the requirements of...
Can a statutory agent address be a P.O. Box?
No. A statutory agent address cannot be a post office box. The address provided for a statutory agent must either be the agent’s primary residence in Ohio or the agent’s usual place of business in Ohio. “Usual place of business” means a place that is customarily open during normal business hours and where an individual is generally present who is authorized to perform the service services of a registered agent, including accepting service of process and other notifications. Usual place of bus...
What is a Community Improvement Corporation?
A Community Improvement Corporation is a type of nonprofit corporation formed under Ohio Revised Code Chapter 1724. This entity is an economic development corporation or a county land reutilization corporation, organized for the sole purpose of advancing, encouraging, and promoting the industrial, economic, commercial, and civic development of an area or community. The provisions set forth in ORC Chapter 1702, nonprofit law, apply to the extent that those provisions are not inconsistent with...
How is a Community Improvement Corporation formed?
Pursuant to ORC section 1724.04, a county, meeting certain requirements, may organize a community improvement corporation. The county treasurer of the county for the benefit of which the corporation is being organized shall be the incorporator of the corporation. The form of the articles of incorporation of the corporation shall be approved by resolution of the board of county commissioners of the county. Articles of Incorporation should be submitted to the Secretary of State’s office on Form...
Must a Community Improvement Corporation file any documents to remain active on the secretary of state’s records?
Yes, a community improvement corporation is required to submit a Certificate of Continued Existence within each five years after the date of incorporation or of the last corporate filing. Also, the entity must maintain a statutory agent and provide a current name and address to the secretary of state.
My address or my name and address is being used for a business entity that I’ve never heard of. What can I do about it?
Submit a complaint through the online complaint process and the Secretary of State’s office will review the complaint to determine if the complaint is valid and what action is required. For additional details, review the information on the Fraudulent Filing Complaints page. You may also want to consider contacting the U.S. Postal Service and contact a legal advisor.
Someone filed an unauthorized document on my business, and I don’t know who they are. What can I do about it?
First, verify that you or someone at your business did not file or pay a third party to file a document on your behalf. If a third party service was used to file the document, you need to discuss the matter with them. If you are certain that you do not know who filed the document, submit a complaint through the online complaint process for the Secretary of State’s office to review. You may also want to contact the U.S. postal service and contact a legal advisor.
What types of complaints does the Secretary of State’s office accept?
The only complaints the Secretary of State’s office has authority to investigate are those related to business entity documents that have already been filed and approved by the office. The following actions involving business documents filed with the Secretary of State’s office are subject to complaint and possible administrative action: 1. Including a person’s name on a business entity filing without the named person’s consent for any of the following: 2. Including an address in a business e...
Pursuant to Ohio Revised Code 1701.87 (F), the Secretary of State shall make available to the public a list of all domestic corporations that have filed a certificate of dissolution or have had their articles canceled within the last five years. In order to access the record of the dissolved or canceled entity, please click the Charter Number ...
and cannot reinstate the original entity. When a corporation is canceled for nonpayment of taxes, it can be reinstated after it has cleared its tax obligation with the Ohio Department of Taxation. Once outstanding tax issues are resolved, the tax department will issue the corporation a Certificate of Tax Clearance showing the corporation has no
May 4, 2012 · (A) When a corporation is dissolved voluntarily, when the articles of a corporation have been canceled, or when the period of existence of the corporation specified in its articles has expired, the corporation shall cease to carry on business and shall do only such acts as are required to wind up its affairs, or to obtain reinstatement of the articles in accordance with section 1701.07, 1701. ...
People also ask
How do I file a certificate of reinstatement?
Who must register a business in Ohio?
Do I need to file a dissolution in Ohio?
Does Ohio have a business license?
Can a nonprofit register a trademark or service mark in Ohio?
Does Ohio require a copyright registration?
Cleveland, OH 44113. 216-787-5900. Hours: 8 a.m. – 5 p.m., Monday-Friday. The Cleveland Regional Office accepts all business filings on an expedited basis (expedite levels 2 and 3), as well as offering Certificates of Good Standing, certified copies, apostilles and minister’s licenses.
