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Editorial 7 MIN READ

Ohio in late January 2022: the fee schedule holds, the statute under it does not

Seventeen days before Chapter 1706 replaces Chapter 1705, the $99 filing fee is the least interesting number on the page

The Editors
Staff, Incorporator.org
7 min read Updated
Contents 5 sections
  1. The fee table, in one screen
  2. What changes on February 11
  3. The CAT threshold, for context
  4. What this signals about the Secretary of State's posture
  5. Sources

n Ohio LLC still costs $99 to form and nothing to maintain. The fee has not moved since 2013, the state still does not make LLCs file an annual report, and the one-line math that beats most of the country on entity-level cost has not changed in this budget cycle either.

What has changed, or is about to, is the statute sitting underneath the fee. Ohio Revised Code Chapter 1706 takes effect February 11, 2022 and replaces Chapter 1705 in full. Anyone forming in Ohio in the next seventeen days is filing under one LLC act and operating, within three weeks, under another.

The fee table, in one screen

The Ohio Secretary of State charges $99 to file Form 533A, Articles of Organization for a Domestic Limited Liability Company. That is the same $99 the state has charged since House Bill 153 of the 129th General Assembly flattened the old multi-tier schedule into a single rate in 2013. Same for a foreign LLC under Form 533B. Name reservation is $39, statutory agent change (Form 521) is $25, amendments (Form 543A) are $50, dissolution (Form 561) is $50. Expedited processing runs $100 for a 2-business-day turn, $200 for same-day if filed before 1:00 p.m. Eastern, and $300 for a 4-hour turn. Those surcharges have been stable through the 2020 and 2021 updates and carry unchanged into 2022.

No annual report. A standard Ohio for-profit LLC files once, on formation, and does not hear from the Secretary of State again unless the company itself causes an event: a new statutory agent, an amendment, a merger, a dissolution. Nonprofits file every five years under R.C. 1702.59. LLPs and LLLPs file biennially. An ordinary R.C. 1705 (or, shortly, 1706) LLC files nothing on a schedule and owes nothing on a schedule.

Put that next to Delaware for the contrast the rest of this category gets wrong. A Delaware LLC costs $90 to form and $300 every June 1 under 6 Del. C. § 18-1107(g). Over a ten-year life the Delaware minimum runs $3,090 in state fees before the first registered-agent invoice; the Ohio minimum stays at $99. That gap is not a function of the states doing different things. It is Delaware pricing the Court of Chancery into its annual tax while Ohio declines to run the same bundle.

What changes on February 11

Governor DeWine signed Senate Bill 276 of the 133rd General Assembly on January 8, 2021. The bill took the usual long runway a substantive commercial-law rewrite gets in Ohio: it enacts Ohio Revised Code Chapter 1706, the Revised Limited Liability Company Act, with a delayed effective date of February 11, 2022. From that day, Chapter 1706 governs every Ohio LLC, whether formed before or after the effective date. Chapter 1705, which had carried Ohio LLCs since 1994, is repealed and moves into the archives.

The Secretary of State's filing fee does not change. The Articles of Organization form does not change in structure, though it will be re-lettered for Chapter 1706 citations. What changes is the law the articles are filed under. Four moves in the new act are worth a founder forming this week understanding before the flip.

First, the operating agreement gets primary authority. R.C. 1706.08 consolidates the short list of provisions that cannot be varied by agreement, and everything else in Chapter 1706 runs as a default rule that yields to whatever the members wrote down. That inverts the older Ohio posture of a busier statute with narrower room to drafting. The practical effect is that the operating agreement, which Ohio still does not require you to file, becomes the governing document for most disputes that reach a court.

Second, the member-managed versus manager-managed distinction is gone. Chapter 1705 forced an LLC to pick a box. Chapter 1706 does not require the articles or the operating agreement to designate a management structure at all, and permits the members to build whatever governance they want: a board, titled officers, a single managing member, or nothing beyond the default that all members share management rights. A new statement-of-authority filing under R.C. 1706.18 lets the LLC put third parties on record notice of which individuals can bind the company, a feature transactional lawyers have been asking Ohio for since the prototype-act drafts of a decade ago.

Third, series LLCs become legal in Ohio for the first time. R.C. 1706.76 and the sections that follow authorize designated series within a single LLC with separate assets and an inter-series liability shield: the debts of one series reach only that series' assets, not the LLC's other series or the LLC itself, provided the series is properly formed, records are kept separately, and the public statement of limitation under R.C. 1706.761 is filed. Ohio joins Delaware, Illinois, Texas, and roughly fifteen other states in the series column. The federal tax treatment of individual series remains unsettled at the edges since the 2010 proposed regulations under Treas. Reg. § 301.7701-1, and the use case is still narrow, mostly real-estate portfolios and captive insurance.

Fourth, the charging-order remedy gets firmer. R.C. 1706.342 makes a charging order the sole and exclusive way a judgment creditor can reach a member's LLC interest, and cuts off foreclosure on the charging-order lien and any other path to possession of the interest or the LLC's property. Prior Ohio law under R.C. 1705.19 recognized the charging order but left room for creditors to push further. Ohio is now in the camp of states where the charging order is a hard wall, a structural improvement for asset-protection planning and a modest reason to prefer an Ohio LLC for holding exposed personal assets.

None of these four moves shows up on the fee schedule. All of them change what an Ohio LLC is worth to form.

The CAT threshold, for context

The other state-level number a forming LLC has to place itself against is the Commercial Activity Tax. Ohio does not run an entity-level income tax on LLCs; the old corporate franchise tax finished its transitional wind-down after the 2014 return year under H.B. 66 of the 126th General Assembly. What remains is the CAT under R.C. Chapter 5751, a broad gross-receipts tax that catches every form of entity.

For 2022 the registration threshold is still $150,000 in Ohio taxable gross receipts. Below that, the LLC files nothing and owes nothing. Between $150,000 and $1 million, the LLC registers and pays the $150 annual minimum. Above $1 million, the minimum tiers to $800, $2,100, and $2,600 at $2 million, $4 million, and beyond, plus the 0.26 percent rate on every dollar over the first $1 million. Bright-line nexus at $500,000 in Ohio-sourced receipts under R.C. 5751.01(I), upheld in Crutchfield Corp. v. Testa, 151 Ohio St. 3d 278 (2016), still catches remote sellers without physical presence. None of these numbers moves on February 11. Chapter 1706 is a commercial-law rewrite, not a tax statute. Our 2017 Ohio formation guide walks through the municipal-income-tax layer, which continues to behave the same way in 2022.

What this signals about the Secretary of State's posture

The Ohio Secretary of State's fee page has been a study in continuity for a decade. The 2013 flattening held. The 2017 budget bill did not touch it. The 2019 biennium did not touch it. The 2021 biennium did not touch it. Late January 2022 still does not touch it. The office has, instead, spent its discretionary energy on the filing portal, the statement-of-authority mechanism that Chapter 1706 is about to activate, and the continuing migration of forms onto the Ohio Business Central online-filing system.

That is a coherent posture. Ohio is not trying to compete with Delaware on a price-of-entry metric it already wins. It is trying not to lose anyone by charging at the mailbox, while upgrading the substantive law so that an LLC formed in Ohio has fewer reasons to convert out when it matures. Chapter 1706 is the substantive half of that bet. The unchanged fee schedule is the easy half.

A founder forming this week has two options. File now under Chapter 1705 if a specific provision in a pre-drafted operating agreement might collide with Chapter 1706's defaults. Otherwise wait three weeks and form under the new act, which will govern the entity anyway on day twelve. The fee is $99 either way. The statute is what moved.

Sources

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