Ohio Corporate Bylaws

Ohio corporate bylaws are the consolidated provisions that regulate a corporation and its members, especially directors and officers. In turn, directors and shareholders must approve the bylaws they intend to follow by vote thus promoting a corporation’s organization.

Last updated December 6th, 2024

Ohio corporate bylaws are the consolidated provisions that regulate a corporation and its members, especially directors and officers. In turn, directors and shareholders must approve the bylaws they intend to follow by vote thus promoting a corporation’s organization.

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Are bylaws required in Ohio?

No, but Ohio corporations may tighten their structure and organization whenever the board of directors adopts their bylaws.[1]

Ohio Corporate Laws

  • Corporate Tax: Ohio does not impose a true corporate tax but places a Commercial Activity Tax on a business’s gross receipts. [2]
    • 0% – Less Than $150,000
    • $150 – $150,000 to $1,000,000
    • $800 – $1,000,000 To $2,000,000
    • 0.26% – All gross receipts over $1,000,000
  • Board: Corporations operate through their board of directors since “all of the authority of a corporation” originates from the board.[3]
    • Number – The bylaws mandate the number of directors for a corporation, but this number must “not be less than one.”[4]
    • Qualifications – A corporation’s director is only a natural person “at least eighteen years” old, while any other qualifications are left to the bylaws or articles.[5]
    • Terms – A director’s terms generally begin during one annual meeting and then expire at the next unless the bylaws assign specific terms of which none may “exceed three years.”[6]
    • Staggered Terms – Bylaws specify director classes (two or three) with different terms and elections; however, the classes must consist of “not less than three directors each.”[7]
    • Fiduciary Duty – Directors complete their duties while keeping the “interests of the corporation” in mind.[8]
  • Officers: The corporation functions with a president, secretary, and treasurer, as well as any other officer “deemed necessary” by the board, the bylaws, and the articles of incorporation.[9]
  • Meetings: The chairperson of the board, two directors, the president, or vice president all retain the authority to call meetings so long as this is compliant with the “articles, the regulations, or the bylaws.”[10]
  • Quorum: The majority of a corporation’s “whole authorized number of directors” constitutes a quorum able to conduct business on behalf of the corporation unless shareholder regulations or the bylaws say otherwise.[11]
  • Emergency Bylaws: Emergency bylaw provisions are followed whenever the government (i.e., governor) declares an attack or disaster that poses “an emergency for corporations.”[12]

Sources

  1. OH Rev Code § 1701.59 (2023)
  2. 2023 Ohio Revised Code Title 57, Taxation, Chapter 5751: Commercial Activity Tax
  3. OH Rev Code § 1701.59 (2023)
  4. OH Rev Code § 1701.56 (2023)
  5. OH Rev Code § 1701.56 (2023)
  6. OH Rev Code § 1701.57 (2023)
  7. OH Rev Code § 1701.57 (2023)
  8. OH Rev Code § 1701.59 (2023)
  9. OH Rev Code § 1701.64 (2023)
  10. OH Rev Code § 1701.61 (2023)
  11. OH Rev Code § 1701.62 (2023)
  12. OH Rev Code § 1701.01 (2023)