Ohio LLC Operating Agreement

Single-member or multi-member operating agreement under your state's LLC act: ownership, management, capital, distributions, transfers and dissolution.

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Ohio rules that this document follows

LLC statuteOhio Revised Limited Liability Company Act (2022)Source: Ohio Rev. Code ch. 1706
Operating agreement required?Not required by statute, but strongly recommended (may be oral; written is far safer)Source: Ohio Rev. Code §§ 1706.01(P), 1706.08 (oral, implied, in a record, or any combination)
Formation fee$99.00
Annual reportNot requiredSource: Ohio Rev. Code ch. 1706 (no periodic report requirement)
State LLC / franchise taxCommercial activity tax on Ohio gross receipts > $6 million (2025+) (Ohio Rev. Code ch. 5751)
Charging order exclusive remedy (SMLLC)unclearSource: Ohio Rev. Code §§ 1706.18/1706.19 (majority by interest), 1706.29 (distributions per contributions), 1706.342 (charging order exclusive; no foreclosure)

Rules current as of 2026-09-07. Statutes change; verify before relying on them.

How to use this LLC Operating Agreement in Ohio

Sign the agreement as soon as the LLC is formed and before opening the bank account. Fill Schedule A with actual contributions — the percentages drive profits, votes and buy-outs. Multi-member LLCs should agree on the buy-out formula now, while everyone is friendly.

Review annually and whenever a member joins, leaves, marries, or the tax election changes. Keep it with the articles, EIN letter and annual report receipts.

Frequently asked questions

Is an operating agreement required in Ohio?

Not by statute (Ohio Rev. Code §§ 1706.01(P), 1706.08 (oral, implied, in a record, or any combination)). Banks, investors and courts expect a written agreement, and a single-member LLC without one is easier to pierce.

What are the ongoing state fees for an LLC in Ohio?

No annual report. Commercial activity tax on Ohio gross receipts > $6 million (2025+) (Ohio Rev. Code ch. 5751).

Does the operating agreement get filed with the state?

No. It is an internal document. Keep the signed original with the Company records; banks and the IRS may ask for a copy.

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FormsByState provides self-help document templates and general information, not legal advice. We are not a law firm. For advice about your situation consult a licensed attorney in your state.