Fill and Sign the Ohio Professional Corporation Package for Ohio Form

Prepared by U.S. Legal Forms, Inc.Copyright 2016 - U.S. Legal Forms, Inc.NOTE: The subject business entity herein may be referred to alternatively throughout as a “professional association” and/or a “professional corporation.” This is one and the same entity. “Professional Association” is probably the more common usage.The contents of this package are as follows:1. Statutory Reference2.Selections from Statutes3. Forms List4. Notes on Downloading the Forms5. Notes on Completing the Forms6. Instructions and Steps7.Accessories8.Disclaimer STATE OF OHIO INCORPORATION AS A PROFESSIONAL ASSOCIATION Control Number: OH-00INC2 INCORPORATION AS A PROFESSIONAL ASSOCIATION for State-Licensed Professionals STATE OF OHIO Electronic Version Statutory Reference Ohio Revised Code Title XVII: Corporations – PartnershipsChapter 1785: Professional Associations Selections from Statutes What follows are selections from selected statutes of the Ohio Revised Code, Chapter 1785: Professional Associations. We provide these selections to you for your convenience, as we feel they may be of interest and instructional value to you as you use this package. Please note that not all statutes are listed here, and of those that are listed, some parts of some statutes are omitted, as indicated by ellipses. Refer to the above link to view this Chapter, and Title XVII: Corporations – Partnerships, in their entirety on-line.§ 1785.01. Definitions As used in this chapter: (A) "Professional service" means any type of professional service that may be performed only pursuant to a license, certificate, or other legal authorization issued pursuant to ... the Revised Code to certified public accountants, licensed public accountants, architects, attorneys, dentists, nurses, optometrists, pharmacists, physician assistants, doctors of medicine and surgery, doctors of osteopathic medicine and surgery, doctors of podiatric medicine and surgery, practitioners of the limited branches of medicine specified in section 4731.15 of the Revised Code, mechanotherapists, psychologists, professional engineers, chiropractors, veterinarians, occupational therapists, and physical therapists. (B) "Professional association" means an association organized under this chapter for the sole purpose of rendering one of the professional services authorized under ... the Revised Code, [or an authorized combination of professional services.]§ 1785.02. Professional individuals and groups may incorporate. An individual or group of individuals each of whom is licensed, certificated, or otherwise legally authorized to render within this state the same kind of professional service, a group of individuals each of whom is licensed, certificated, or otherwise legally authorized to render within this state the professional service authorized under ... the Revised Code may organize and become a shareholder or shareholders of a professional association. Any group of individuals described in this section who may be rendering one of the professional services as an organization created otherwise than pursuant to this chapter may incorporate under and pursuant to this chapter by amending the agreement establishing the organization in a manner that the agreement as amended constitutes articles of incorporation prepared and filed in the manner prescribed.... § 1785.03. Persons authorized to render professional services; control of professional clinical judgment. A professional association may render a particular professional service only through officers, employees, and agents who are themselves duly licensed, certificated, or otherwise legally authorized to render the professional service within this state. As used in this section, "employee" does not include clerks, bookkeepers, technicians, or other individuals who are not usually and ordinarily considered by custom and practice to be rendering a particular professional service for which a license, certificate, or other legal authorization is required and does not include any other person who performs all of that person's employment under the direct supervision and control of an officer, agent, or employee who renders a particular professional service to the public on behalf of the professional association. ... § 1785.04. Professional relationship This chapter does not modify any law applicable to the relationship between a person furnishing a professional service and a person receiving that service, including liability arising out of the furnishing of that service. § 1785.05. Restricted issuance of stock A professional association may issue its capital stock only to persons who are duly licensed, certificated, or otherwise legally authorized to render within this state the same professional service as that for which the association was organized or, in the case of a combination of professional services described in division (B) of section 1785.01 of the Revised Code, to render within this state any of the applicable types of professional services for which the association was organized. § 1785.06. Biennial statement by association A professional association, within thirty days after the thirtieth day of June in each even- numbered year, shall furnish a statement to the secretary of state showing the names and post- office addresses of all of the shareholders in the association and certifying that all of the shareholders are duly licensed, certificated, or otherwise legally authorized to render within this state the same professional service for which the association was organized or, in the case of a combination of professional services described in division (B) of section 1785.01 of the Revised Code, to render within this state any of the applicable types of professional services for which the association was organized. This statement shall be made on a form that the secretary of state shall prescribe, shall be signed by an officer of the association, and shall be filed in the office of the secretary of state. ...§ 1785.07. Sale or transfer of shares A shareholder of a professional association may sell or transfer that shareholder's shares in the association only to another individual who is duly licensed, certificated, or otherwise legally authorized to render within this state the same professional service as that for which the association was organized or, in the case of a combination of professional services described in division (B) of section 1785.01 of the Revised Code, to render in this state any of the applicable types of professional services for which the association was organized.§ 1785.08. Application of general corporation lawsChapter 1701 of the Revised Code applies to professional associations, including their organization and the manner of filing articles of incorporation, except that the requirements of division (A) of section 1701.06 of the Revised Code do not apply to professional associations. If any provision of this chapter conflicts with any provision of Chapter 1701 of the Revised Code, the provisions of this chapter shall take precedence. ...The practice of a state-licensed profession in the State of Ohio is controlled, generally, by the statutory mandates set out in the Ohio Revised Code, Title 47, in the Chapter applicable to your profession, as well as by the rules and regulations established by the Ohio Board or other governing entity for your profession. You should check with your governing entity to determine if there are additional rules or regulations promulgated with which you must comply. * * * Forms List The following forms are available for download with this package. OH-NAMERESV: Application for Reservation of Entity NameOH-00INCP: Articles of Incorporation, including Appointment of AgentOH-PC-TL: Sample Transmittal LetterOH-PC-OM: Sample Organizational MinutesOH-PC-BL: Sample BylawsUS-IRS-SS-4: Application for Federal Tax Identification Number & InstructionsUS-IRS-2553: Election of “S” Corporation Status & InstructionsOH-PC-AM : Sample Annual MinutesOH-PC-CR: Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & CertificateInstructions on using the forms are either included with the forms and/or found in the Steps to Incorporate section, below. * * * Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive.You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire.If available in .doc format, the forms may contain “form fields” created using Microsoft Word. “Form fields” facilitate completion of the forms using your computer. They do not limit you ability to print the form “in blank” and complete with a typewriter or by hand. To complete the forms click on the gray shaded areas and type the information. For the separation agreement complete the gray shaded areas and also make any other changes or additions to resolve all issues.If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that resembles a shaded letter “a”. Click in this button and the form fields, if present, will become visible. If there are no form fields, just type into the document, underlining if necessary, to complete the form. Some forms may be “locked” which means that the content of the forms cannot be changed unless the form is unlocked. You can only fill in the information in the fields. If you need to make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu bar and then selecting “unprotect document”. You may then be prompted to enter a password. If so, the password is “uslf”. That is uslf in lower case letters without the quotation marks. After you make the changes relock the document before you begin to complete the fields. After any required changes relock the form, then click on the first form field and enter the required information. You will be able to navigate through the document from form field to form field using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. * * * Steps to Incorporate The practice of a state-licensed profession in the State of Ohio is controlled, generally, by the statutory mandates set out in the statutes noted above, in statutes applicable to your profession, and by the rules and regulations established by the Ohio Board or other governing entity for your profession. You should check with your governing entity to determine if there are any additional rules or regulations promulgated with which you must comply, any certificate of compliance or licensure you must obtain, etc.Step 1: See FORM: OH-NAMERESVAPPLICATION FOR RESERVATION OF ENTITY NAMEIt is recommended that you reserve a corporate name in order to assure that your Articles of Organization are not rejected because the name you have selected is not availableYou may skip this step and go to Step 2, but if the name you have selected is not available, the Articles of Organization will be rejected and returned to you. The Request for Name Reservation should by typewritten or printed legibly in black ink.Enter the corporate name you want to reserve. The name of the Professional Association should end with, “P.A., Inc.” You must decide if you want to try to reserve only ONE name or if you want to submit three names and let the Secretary of State reserve one for you in the order of preference. Check the appropriate space.Submit one or more names for your corporation.Have the Applicant sign the Request and print her/his name.Provide the Applicant's address.Before you file the Request for Name Reservation, you may call the Secretary of State at 1-887-767-3453 to check the availability of a corporate name you want to reserve. Telephone searches are only preliminary and do not guarantee the availability of the name. A name reservation is valid for a period of 180 days. You must file the original and one copy of the Request for Name Reservation.Mail the original and one copy of the Request for Name Reservation along with the filing fee (make check payable to the Ohio Secretary of State) , to Secretary of StateBusiness Services DivisionP.O. Box 670Columbus, Ohio 43216Step 2:See FORM: OH-00INCPARTICLES OF INCORPORATION (and ORIGINAL APPOINTMENT OF STATUTORY AGENT)Follow the instructions on the form. Step 3:Mail the original and one copy of the Articles of Incorporation and the Original and one copy of the Designation of Agent with the filing fee to:Ohio Secretary of StateP.O. Box 670Columbus, OH 43216A sample cover letter to send with the articles is included in this form packet.See FORM: OH-PC-TLSAMPLE TRANSMITTAL LETTERStep 4:Upon return of the Articles of Incorporation, conduct an Initial meeting at which time directors and officers are elected, by-laws are adopted, and other action is taken. See FORM: OH -PC-OMSAMPLE ORGANIZATIONAL MINUTESSee FORM: OH-PC-BLSAMPLE BY-LAWSStep 5:Apply for a Federal Tax Identification Number. This is done with form IRS-SS- 4. Mail to your regional IRS office. See Supplemental Form: US-IRS-SS-4APPLICATION FOR FEDERAL TAX ID & INSTRUCTIONS Step 6:If you elect Subchapter S status so that the corporation income and losses will pass to the shareholders, complete and file form 2553 with the Internal Revenue Service. It is important that this form be filed timely or the corporation will have to pay the C Corporation tax rate.See Supplemental Form: US-IRS-2553ELECTION OF S-CORPORATION STATUS & INSTRUCTIONSStep 7:Open a Corporate bank account and conduct business.Step 8: Hold an annual meeting of the directors and shareholders at least once a year to elect directors and officers for the upcoming year and to take action as needed. See FORM: OH-PC-AMGeneral:For your convenience, additional forms are included such as Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate. See Supplemental Form: OH-PC-CR * * * Accessories U. S. Legal Forms, Inc. offers the following corporate accessories: Corporate Seal:If you would like to order a corporate seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/Corporate Books: See http://www.uslegalbookstore.com/officeproducts/Imprinted (or blank) Lithographed Stock Certificates: Preview: http://www.uslegalforms.com/images/cert2.gifOrder for your state: http://www.uslegalforms.com/stock-certificates.htm * * * Disclaimer THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. S. LEGAL FORMS, INC. OR ITS AGENTS OR OFFICERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS, EVEN IF U.S. LEGAL FORMS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located here: http://www.uslegalforms.com/disclaimer.htm . To view, click on the link, or copy it into the address window of your web browser. If you cannot view the information contained at the link above, or do not agree to the terms therein, you may not use the package materials. Return the package for a full refund. * * * ~ Thank you for using USLF ~