Practice area
Starting a business in Ohio, on solid ground
The decisions you make when you form a company are the ones that are hardest to undo. We help founders, family businesses and partners choose the right structure and put the agreements in place before they need them.
Forming the right entity
For most small businesses in Ohio the real choice is between a limited liability company and a corporation, and then how that entity is taxed. An LLC taxed as an S corporation can save an owner-operator several thousand dollars a year in self-employment tax once the business is profitable, but it adds payroll and bookkeeping costs. A C corporation makes sense if you plan to raise venture capital. We walk through the numbers with you and your accountant and recommend one.
What a formation includes
Our standard formation package is billed at a flat fee and includes:
- filing Articles of Organization or Incorporation with the Ohio Secretary of State;
- a statutory agent, so your company has a registered address for legal notices;
- an EIN application with the IRS;
- a written operating agreement or bylaws drafted for your business, not a fill-in-the-blank form;
- organizational resolutions and an ownership ledger;
- a one-page checklist of the state and local registrations your business needs, such as Ohio withholding, the Commercial Activity Tax and the City of Columbus income tax.
Agreements between owners
If you are going into business with someone else, the operating agreement matters more than the filing. A good one answers the questions partners would rather not ask out loud: What happens if one of us wants out? If one of us dies or divorces? If we disagree and it is fifty-fifty? How is a departing owner’s share valued, and how quickly does the company have to pay for it?
We draft buy-sell provisions, vesting for founders who are still earning their share, and deadlock procedures, and we review agreements you already have when the business has outgrown them.
Keeping the company healthy
After formation we act as outside general counsel for many of our business clients: annual updates to ownership records, admitting new members, raising money from friends and family, and, eventually, selling or winding down the business.
Michael Brandt leads our business practice, working with Alana Price.
Talk it through with an attorney
Tell us what happened or what you are planning. We will tell you whether we can help, and what it would cost, before you commit to anything.