The Ohio 532B form serves as a crucial document for initiating Articles of Incorporation for domestic nonprofit corporations within the state. It outlines specific information necessary for filing, including the corporation's name, principal Ohio office location, the purpose for its formation, and the appointment of a statutory agent for legal process services. Designed to be straightforward, the form ensures that entities comply with Ohio's legal prerequisites for incorporation, offering different processing times and expedited service options to accommodate varied needs.
In the bustling world of business and nonprofit endeavors in Ohio, the 532B form emerges as a crucial document for those looking to lay the foundational stones of a domestic nonprofit corporation. Serving as the Initial Articles of Incorporation, this form not only marks the birth of an organization but navigates through the intricate details of naming, office location, and purpose—elements vital for the entity’s legal and operational identity. OhioSecretary of State's office has streamlined the process by offering options for expedited services, catering to the urgency of different stakeholders. Whether opting for regular processing or seeking to fast-track the paperwork, the form outlines clear paths along with associated fees, making it user-friendly despite the underlying legal complexities. Additionally, the introduction of services like e-mail notifications and a Filing Notification System underscores the state's commitment to leveraging technology for efficiency and transparency. However, laying the foundation is more than just ticking boxes; appointing a statutory agent represents the legal backbone for handling potential notices, demands, or processes against the corporation, emphasizing due diligence from the get-go. While the form itself is a stepping stone toward incorporation, it carefully reminds applicants that obtaining tax-exempt status is a separate voyage, necessitating engagements with both the Ohio Department of Taxation and the IRS to secure state and federal tax exemptions. Thus, form 532B not only serves as a procedural necessity but a guide through the legal and bureaucratic maze, ensuring that every fledgling organization is set up for success from its very inception.
Toll Free: 877.767.3453 | Central Ohio: 614.466.3910
OhioSoS.gov | business@OhioSoS.gov
File online or for more information: OhioBusinessCentral.gov
Filing Form Cover Letter
Please return the approval certificate to:
Name (Individual or Business Name):
To the Attention of (if necessary):
Address:
City:
State
ZIP Code:
Phone Number:
E-mail Address:
Check here if you would like to receive important notices via e-mail from the Ohio Secretary of State's office regarding Business Services.
Check here if you would like to be signed up for our Filing Notification System for the business entity being created or updated by filing this form. This is a free service provided to notify you via e-mail when any document is filed on your business record.
Please make checks or money orders payable to: "Ohio Secretary of State"
Type of Service Being Requested: (PLEASE CHECK ONE BOX BELOW)
Regular Service: Only the filing fee listed on page one of the form is required and the filing will be processed in approximately 3-7 business days. The processing time may vary based on the volume of filings received by our office.
Expedite Service 1: By including an Expedite fee of $100.00, in addition to the regular filing fee on page one of the form, the filing will be processed within 2 business days after it is received by our office.
Expedite Service 2: By including an Expedite fee of $200.00, in addition to the regular filing fee on page one of the form, the filing will be processed within 1 business day after it is received by our office. This
service is only available to walk-in customers who hand deliver the document to the Client Service Center.
Expedite Service 3: By including an Expedite fee of $300.00, in addition to the regular filing fee on page one of the form, the filing will be processed within 4 hours after it is received by our office, if received by 1:00
p.m. This service is only available to walk-in customers who hand deliver the document to the Client Service Center.
Preclearance Filing: A filing form, to be submitted at a later date for processing, may be submitted to be examined for the purpose of advising as to the acceptability of the proposed filing for a fee of $50.00. The
Preclearance will be complete within 1-2 business days.
532B
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Last Revised: 06/2019
Form 532B Prescribed by:
Toll Free: 877.767.3453
Central Ohio: 614.466.3910 OhioSoS.gov business@OhioSoS.gov
For screen readers, follow instructions located at this path.
Mail this form to one of the following:
Regular Filing (non expedite)
P.O. Box 670
Columbus, OH 43216
Expedite Filing (Two business day processing time. Requires an additional $100.00)
P.O. Box 1390
Initial Articles of Incorporation
(Nonprofit, Domestic Corporation)
Filing Fee: $99
(114-ARN)
Form Must Be Typed
Please check the box if this nonprofit corporation is being formed for the following purpose:
Community Improvement Corporation (Economic Development or Land Reutilization) - Please see Ohio Revised Code Chapter 1724 or the instructions at the end of this form for more information.
First: Name of Corporation
Second: Location of Principal Office in Ohio
City
County
Optional:
Effective Date (MM/DD/YYYY)
(The legal existence of the corporation begins upon the filing of the articles or on a later date specified that is not more than ninety days after filing.)
Third: Purpose for which corporation is formed
**Note: for Nonprofit Corporations: The Secretary of State does not grant tax exempt status. Filing with our office is not sufficient to obtain state or federal tax exemptions. Contact the Ohio Department of Taxation and the Internal Revenue Service to ensure that the nonprofit corporation secures the proper state and federal tax exemptions. These agencies may require that a purpose clause be provided. **
**Note: ORC Chapter 1702 allows for additional provisions to be included in the Articles of Incorporation that are filed with this office. If including any of these additional provisions, please do so by including them in an attachment to this form. **
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Original Appointment of Statutory Agent
The undersigned, being at least a majority of the incorporators of
(Name of Corporation)
hereby appoint the following to be Statutory Agent upon whom any process, notice or demand required or permitted by statute to be served upon the corporation may be served. The complete address of the agent is:
(Name of Statutory Agent)
(Mailing Address)
(Mailing City)
(Mailing State)
(Mailing ZIP Code)
Must be signed by the incorporators or
a majority of the (Signature) incorporators.
(Signature)
Acceptance of Appointment
The Undersigned,
, named herein as the
Statutory agent for
hereby acknowledges and accepts the appointment of statutory agent for said corporation.
Statutory Agent Signature
(Individual Agent's Signature / Signature on Behalf of Business Serving as Agent)
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By signing and submitting this form to the Ohio Secretary of State, the undersigned hereby certifies that he or she has the requisite authority to execute this document.
Required
Articles and original appointment of agent must
be signed by the incorporator(s).
If the incorporator
is an individual, then they must sign in the "signature" box and print his/her name in the "Print Name" box.
is a business entity, not an individual, then please print the entity name in the "signature" box, an authorized representative of the business entity must sign in the "By" box and print his/her name and title/authority in the "Print Name" box.
Signature
By (if applicable)
Print Name
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Instructions for Initial Articles of Incorporation
(For Domestic Nonprofit Corporation)
This form should be used if you wish to file articles of incorporation for a domestic nonprofit corporation.
Name of Corporation
As set forth in Ohio Revised Code §1702.05, the name must be distinguishable on the records in the office of the secretary of state.
Ohio Principal Office Location
Please state the city and county in Ohio where the principal office of the corporation is to be located.
Effective Date (optional)
An effective date may be provided but is not required. Pursuant to Ohio Revised Code §1702.04(D), the legal existence of the corporation begins upon the filing of the articles or on a later date specified in the articles. The effective date cannot (1) precede the date of filing with our office or (2) be more than ninety (90) days after the date of filing. If an effective date is given that precedes the date of filing, the effective date of the corporation will be the date of filing. If an effective date is given that exceeds the date of filing by more than ninety (90) days, our office will return the filing to you and request that a proper effective date be provided.
Purpose
Pursuant to Ohio Revised Code §1702.03, a nonprofit corporation must provide a purpose in the articles. A nonprofit corporation may be formed for any purpose or purposes for which natural persons lawfully may associate themselves.
Note: The Secretary of State does not grant tax exempt status. Filing with our office is not sufficient to obtain state or federal tax exemptions. Contact the Ohio Department of Taxation and the Internal Revenue Service to ensure that the nonprofit corporation secures the proper state and federal tax exemptions. These agencies may require that a purpose clause be provided.
Additional Provisions
If the information you wish to provide for the record does not fit on the form, please attach additional provisions on a single-sided, 8 ½ x 11 sheet(s) of paper.
Original Appointment of Statutory Agent and Acceptance of Appointment
Pursuant to Ohio Revised Code §1702.06, an Ohio Corporation must appoint and maintain a statutory agent to accept service of process on behalf of the corporation. We cannot accept articles of incorporation unless the statutory agent information is provided. 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 Title XVII of the Revised Code to transact business or exercise privileges in Ohio. The statutory agent must also sign the Acceptance of Appointment at the bottom of page 2.
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Signature(s) - Required
After completing all information on the filing form, please make sure that page 3 is signed by the incorporator(s).
Articles and original appointment of agent must be signed by the incorporator(s).
If the incorporator is an individual, then they must sign in the "signature" field and print (type) his/her name in the "Print Name" field.
If the incorporator is a business entity, not an individual, then please print (type) the entity name in the "signature" field, an authorized representative of the business entity must sign in the "By" field and print (type) his/her name and title/authority in the "Print Name" field.
A typed name signifies an "intent to sign" which is acceptable.
Note
Ohio Revised Code Chapter 1724 requires our office to submit Articles of Incorporation of any community improvement corporation or any amendment, amended articles, merger or consolidation which provides for the creation of such corporation to be submitted to the Ohio Attorney General for examination. This process will require an extra 5-7 days to process the document. In addition, ORC 1724.05 requires a community improvement corporation to submit an annual financial report to the auditor of state within one hundred twenty days following the last day of the corporation's fiscal year.
Our office cannot file or record a document which contains a Social Security number or tax identification number. Please do not enter a Social Security number or tax identification number, in any format, on this form.
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Once you're ready to establish a nonprofit corporation in Ohio, you'll need to complete the Form 532B. This process is essential for ensuring that your corporation is duly recognized by the state. After completing the form, you can anticipate the next steps of your filing, including the decision on your nonprofit status and further instructions from the Ohio Secretary of State. Make sure to follow each step carefully to avoid any delays or issues with your filing.
After submitting Form 532B, anticipate confirmation from the Ohio Secretary of State. This acknowledgment will include further instructions and details about the next steps in officially establishing your nonprofit corporation. It's important to keep an eye on your provided contact information for any communication from the state office.
What is the Ohio 532B form used for?
The Ohio 532B form is utilized for the initial filing of articles of incorporation for a domestic nonprofit corporation. It is a required document for those wishing to establish a nonprofit entity within the state of Ohio. The form outlines essential information about the corporation, including its name, principal office location, purpose, and the appointment of a statutory agent.
How can I file the Ohio 532B form?
You can file the Ohio 532B form either online through the Ohio Business Central website or by mailing the completed form to the appropriate address provided on the form itself. Mailing addresses vary depending on whether you're opting for regular or expedited processing.
What is the filing fee for the Ohio 532B form?
The filing fee for the Ohio 532B form is $99. This fee must be paid at the time of submission, either online or by check or money order if mailing. Make sure payments are payable to "Ohio Secretary of State."
Are there options for expedited filing?
Yes, there are three levels of expedited service available for an additional fee. Expedite Service 1 processes your filing within 2 business days for an extra $100. Expedite Service 2 processes within 1 business day for a $200 fee and is only available for walk-in customers. Expedite Service 3 ensures processing within 4 hours for a $300 fee, also exclusive to walk-in customers, provided it's received by 1:00 p.m.
Can I check the status of my filing?
Yes, by opting in to receive important notices and signing up for the Filing Notification System on the form, you'll receive updates via email on your business record, including when documents are filed.
What is a statutory agent and how do I designate one?
A statutory agent, also known as a registered agent, is an individual or a business entity appointed to receive legal documents on behalf of the corporation. You can designate a statutory agent on the Ohio 532B form. The agent must either be a resident of Ohio or a business entity authorized to operate in Ohio and must agree to accept this role as indicated by their signature on the form.
Is filing the Ohio 532B form sufficient to obtain tax-exempt status?
No, filing the Ohio 532B form with the Secretary of State does not grant tax-exempt status. You must contact the Ohio Department of Taxation and the Internal Revenue Service to secure state and federal tax exemptions for your nonprofit corporation.
What should I do if the provided space on the form is insufficient?
If you need more space to include additional information or provisions not covered by the form, you can attach extra pages. Make sure these attachments are on single-sided, 8 ½ x 11 inch sheets of paper. All attachments should be clearly labeled and referenced in the form where applicable.
When filling out the Ohio 532B form, individuals frequently make several mistakes that can delay or even invalidate their filing. Recognizing and avoiding these mistakes is crucial for a smooth filing process.
Not typing the form - The instructions clearly state that the form must be typed. Handwritten forms are not acceptable and can lead to processing delays or rejections.
Incomplete statutory agent information - It is essential to provide complete and accurate details for the statutory agent, including the full address and acceptance of appointment. Omitting any part of this information can result in the form being returned.
Incorrect filing fee - Failing to include the correct filing fee, whether for regular or expedite service, can delay processing. It's important to check the most current fees directly on the Ohio Secretary of State's website or form instructions.
Choosing the wrong service type - Not clearly marking the desired service type or selecting multiple options can lead to confusion and processing delays. Be sure to check only the service type you intend to use.
Overlooking the e-mail communication options - Forgetting to check the boxes to receive important notices or to be signed up for the Filing Notification System means missing out on valuable updates about your business entity's filing status.
Incorrect or missing purpose clause - Nonprofit corporations must include a purpose clause. This section often requires careful consideration and precise language to ensure compliance with both state and federal requirements for tax exemptions.
Additional provisions oversight - If you need to include additional provisions not covered on the form, not attaching them or doing so improperly (for instance, not using single-sided, 8 ½ x 11 sheet(s) of paper) can lead to processing issues.
To avoid these mistakes:
Always type the form and review it for completeness before submission.
Verify the statutory agent's information for accuracy and completeness.
Ensure the correct filing fee is included with your form based on the service type selected.
Clearly indicate your desired service type to avoid any confusion.
Consider the communication options offered by the Ohio Secretary of State to stay informed about your filing.
Pay special attention to drafting the purpose clause and any additional provisions, ensuring they comply with relevant guidelines.
When filing the Ohio 532B form, typically required for the creation or updating of business entities, it is important to consider including additional documents to ensure compliance and complete the setup or update of your business entity effectively. These documents play a crucial role in providing detailed information necessary for various legal, operational, and tax purposes.
While the Ohio 532B form initiates the process, these accompanying documents are significant to firmly establish the legal and operational framework of your business entity. Careful preparation and inclusion of these documents can streamline the filing process and ensure your business meets all necessary legal obligations and operational guidelines from the outset.
The Ohio 532B form's inclusion of various service types, including the expedited and preclearance services, closely resembles the structure found in the Form SS-4, Application for Employer Identification Number (EIN) by the IRS. Both forms cater to different processing needs. The SS-4 also offers instructions for expedited processing of an EIN for entities in urgent need, mirroring the Ohio 532B's options for faster processing times at additional costs, providing entities with flexibility depending on their time constraints.
Like the Ohio 532B form's section for the initial appointment of a statutory agent, the Statement of Appointment of Agent form used in many states requires an entity to designate an individual or business as an agent for service of process. This similarity lies in both documents' provision for ensuring an entity has a specific point of contact within the state for legal correspondence, emphasizing the necessity of this role for corporate compliance and legal operations within their jurisdiction.
The Instructions for Initial Articles of Incorporation segment of the Ohio 532B form shares its purpose with the Articles of Organization for an LLC (Limited Liability Company). Both documents guide the formation of a legal entity within their respective state by dictating the need for information such as the entity's name, purpose, and principal office location. However, the 532B form is distinct as it specifically caters to nonprofit corporations, underscoring the form's specificity to organizational structure and tax status intentions.
The Acceptance of Appointment by the statutory agent, as detailed within the Ohio 532B form, parallels the Consent to Act as Registered Agent form, which is a necessity in many states for the documented agreement by an individual or entity to act as the legal representative. Both documents are fundamental in acknowledging the responsibility accepted by the agent to receive legal documents on behalf of the corporation, ensuring accountability and the facilitation of legal proceedings.
The Ohio 532B form's option to receive notifications via email regarding Business Services is akin to the features found in online business registration platforms, such as the Electronic Filing System (EFS) for trademarks. This comparison highlights both forms' emphasis on leveraging digital tools for efficient communication and updates, catering to the modern entity's preference for electronic notifications and filings.
Similar to how the Ohio 532B form allows entities to select from various service processing times for a fee, the US Patent and Trademark Office (USPTO) provides an expedited examination option for patent applications known as Track One. Both the 532B and the Track One option enable applicants to hasten the review process of their submissions by paying additional fees, emphasizing the value of time in the processing of legal documents and the willingness of these systems to accommodate quicker turnarounds for higher costs.
The Ohio 532B form's requirement that checks or money orders be made payable to "Ohio Secretary of State" is common across various state-level business filing procedures, including the Application for Registration of Trademarks. This is a standard practice ensuring that payments are correctly routed and accounted for within the respective state’s department responsible for business and trademark registrations, facilitating a smooth transaction process for the applicant.
When filling out the Ohio 532B form, specifically for filing Initial Articles of Incorporation for a Domestic Nonprofit Corporation, it's important to follow certain guidelines to ensure your filing is processed smoothly. Here are eight dos and don'ts to keep in mind:
When it comes to understanding the Ohio 532B form, there are several misconceptions that can create confusion. It's important to clear these up to ensure that the filing process is smooth and accurate.
This is not true. While the form does provide a mailing address for those opting to file through regular or expedite mail, it also offers the possibility to file online through OhioBusinessCentral.gov. This online option can save time and potentially expedite the process further.
Actually, Expedite Service 2 and Expedite Service 3, which promise processing within 1 business day or 4 hours respectively, are exclusively available to walk-in customers who deliver the document in person. This might influence how someone decides to submit their form, especially if they are under a tight deadline.
Filing the 532B form and paying the associated fee is a step in organizing a nonprofit corporation in Ohio, but it does not grant the tax-exempt status by itself. Securing state and federal tax exemptions requires additional steps, including contacting the Ohio Department of Taxation and the Internal Revenue Service.
The Preclearance Filing service, which examines a filing form for a fee of $50.00 and is completed within 1-2 business days, simply advises on the acceptability of the proposed filing. It is an evaluative step, not a guarantee that the form will be approved once officially submitted for processing.
Understanding these aspects of the Ohio 532B form can help ensure that individuals and businesses submit their filings accurately and with the right expectations. This clarification should assist in making the filing process as straightforward as possible.
Understanding the Ohio 532B form is crucial for individuals and businesses looking to file initial articles of incorporation for a domestic nonprofit corporation in Ohio. Here are seven key takeaways to guide you through the process:
The Ohio 532B form serves as a foundational document for nonprofit corporations in Ohio, setting the legal and operational precedents for the organization. As such, accuracy, completeness, and compliance with the specified requirements are critical to avoiding delays or complications in the incorporation process.
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