Ohio rewrote its LLC law from scratch, and almost nobody noticed. The Ohio Revised Limited Liability Company Act in Chapter 1706 replaced the old statute and brought with it a provision, § 1706.08, that lets a written operating agreement expand, restrict, or eliminate duties between the parties — fiduciary duties included. Combine that with the fact that Ohio requires no annual report of any kind, and you get an unusual situation: the operating agreement is both the only governance document your LLC will file nothing about, and the document that carries more legal weight here than it did under the law most Ohio templates were written for.
This page provides a free Ohio LLC Operating Agreement template in both PDF and Microsoft Word format, drafted against Chapter 1706 of the Ohio Revised Code. It includes the § 1706.08 duty-modification framework, statutory agent references, and signature blocks for member-managed and manager-managed structures. Download the version that fits your workflow and customize the bracketed fields.
Free Ohio LLC operating agreement template and sample form
Fill it in below and the document is generated in your browser — nothing is uploaded and there is no signup. The PDF and Word versions are there if you prefer to draft offline. Whichever you use, keep it in writing — § 1706.08 grants its duty-modification power to written agreements only.
Ohio LLC Costs and Deadlines (Verified August 2026)
Ohio’s recurring cost for an LLC is zero. Confirm current filing fees with the Ohio Secretary of State before filing, since the formation fee is the only meaningful state charge you will encounter.
| Item | Amount | Detail |
|---|---|---|
| Articles of Organization (domestic LLC) | $99 | Ohio Secretary of State, standard processing |
| Annual report | None | Ohio does not require LLC annual reports |
| Franchise tax | None | Ohio has no franchise tax on LLCs |
| Statutory agent | $0–300/yr | Ohio street address required; appointment filed with the Articles |
| Foreign registration | $99 | For a non-Ohio LLC registering to do business in Ohio |
| Name reservation | $39 | Optional, holds a name before filing |
| Operating agreement filing | Not filed | Internal document; only the Articles are public |
Why the Word “Written” Matters in Section 1706.08
Ohio’s current act took a decisive position: the operating agreement governs relations among members and between the members and the company, and where the agreement is silent, the chapter’s default rules fill the gap. That much is standard.
What is not standard is the duty provision. Section 1706.08 permits a written operating agreement to expand, restrict, or eliminate duties, including fiduciary duties, between the parties. Read that qualifier carefully. The flexibility is granted to a written agreement. A handshake understanding between two Ohio members that neither owes the other a duty of loyalty does not get the benefit of the statute — it simply leaves the defaults in place.
The limits are real but narrow. The agreement cannot eliminate the implied covenant of good faith and fair dealing, and cannot limit liability for a bad-faith violation of it. It cannot alter the LLC’s status as a separate legal entity. It cannot restrict the rights of non-members, dissociated members, or assignees beyond narrow exceptions, and it cannot vary the court’s powers in a dispute.
Within those walls, Ohio now sits much closer to Delaware than to California. An Ohio LLC whose members want to permit competing ventures, waive the corporate-opportunity doctrine, or set their own standard of care can do it — provided they do it on paper.
No Annual Report Means No Second Chances
Ohio asks nothing of an LLC after formation. There is no annual report, no annual fee, no biennial statement. Keep a statutory agent on file and the company continues indefinitely.
That is a genuine cost advantage and a quiet records problem. In states with an annual filing, the yearly form forces someone to look at the entity once a year and confirm who the agent is and where the office sits. Ohio removes that prompt entirely. Companies drift: a member leaves, percentages shift informally, a manager is appointed verbally, and five years pass with no document reflecting any of it.
Because § 1706.08 keys its flexibility to what is written, drift is more expensive in Ohio than it looks. The agreement that governs is the one on paper, and if the paper describes a company that stopped existing three years ago, that is the company the statute will enforce.
Provisions That Matter Most Under Ohio Law
- The duty-modification clause, in writing. Section 1706.08 grants its flexibility only to a written agreement. Decide expressly whether to keep, narrow, or eliminate the duties of loyalty and care.
- Outside-activities carve-out. Whether members may pursue competing ventures without offering them to the company. Enforceable in Ohio if written; governed by defaults if not.
- Good-faith boundary. Since the implied covenant cannot be eliminated, define the approval process for related-party transactions rather than attempting a blanket waiver.
- Management designation. Member-managed or manager-managed, with the scope of a manager’s authority to bind the company stated explicitly.
- Capital contributions and funding obligations. What each member contributed and what remains promised, with the consequence of a missed capital call.
- Distributions and the solvency limit. Ohio restricts distributions that would render the company unable to pay its debts as they come due.
- Transfer restrictions. The default gives an assignee economic rights only. State the consent needed for full membership, and note that the agreement’s power over assignees is limited.
- Amendment procedure and a review cadence. With no annual filing to prompt one, build the review into the document itself.
Mistakes Specific to Ohio LLCs
- Using a pre-Chapter 1706 template. Ohio’s current LLC act replaced the previous statute and changed what an operating agreement can do. Templates and clause libraries written for the old law understate the flexibility now available.
- Relying on an unwritten understanding. Section 1706.08 extends its duty-modification power to a written agreement. An oral arrangement between members leaves the statutory defaults intact.
- Letting the entity drift because nothing is due. No annual report means no annual prompt. Members change and the document does not, until a dispute makes the gap expensive.
- Attempting to waive good faith. The implied covenant of good faith and fair dealing cannot be eliminated, and liability for a bad-faith violation of it cannot be limited. A clause that tries reads as overreach.
Frequently Asked Questions
Does Ohio require an LLC operating agreement?
No, and it is never filed with the Secretary of State. But § 1706.08 grants its duty-modification flexibility specifically to a written operating agreement, so an Ohio LLC without one is operating entirely on statutory defaults.
How much does it cost to form an LLC in Ohio?
$99 for the Articles of Organization with the Ohio Secretary of State. There is no annual report and no franchise tax, so $99 plus any statutory agent fee can be the total first-year state cost.
Does Ohio require an annual report for LLCs?
No. Ohio is one of a small number of states with no LLC annual report and no annual fee. Maintaining a statutory agent is the ongoing obligation.
Can an Ohio operating agreement eliminate fiduciary duties?
A written one can expand, restrict, or eliminate duties between the parties under § 1706.08, including fiduciary duties. It cannot eliminate the implied covenant of good faith and fair dealing or limit liability for a bad-faith violation of it.
What changed under Chapter 1706?
Ohio replaced its earlier LLC statute with the Ohio Revised Limited Liability Company Act, which restructured default rules and broadened what a written operating agreement can do. Documents drafted under the old act do not take advantage of the change.
Can an Ohio LLC have a single member?
Yes. Single-member LLCs are recognized and are treated as disregarded entities for federal tax purposes by default. The operating agreement remains the main evidence that the company is separate from its owner.
Is the operating agreement filed with the state?
No. Only the Articles of Organization and statutory agent appointment are public record in Ohio.
When can an Ohio operating agreement be entered into?
Before, at the time of, or after the Articles of Organization are filed. It may be made effective as of the filing of the Articles or at any other time the agreement specifies.
Download the Free Ohio LLC Operating Agreement
The template below is the Ohio version, formatted for both print and editing. Fill the bracketed fields, have every member sign, and keep a signed copy with the company records. It is an internal document — you do not file it with the state.
Related Templates
Ohio’s combination of broad contractual freedom and zero annual maintenance is closest to Delaware, though Delaware goes further on duty elimination. For the other no-annual-report state in this set, see the Arizona LLC operating agreement template. Every state is indexed in the LLC operating agreement by state hub, and the general LLC operating agreement template covers the shared structure.