When registering a business corporation, an LLC or other business which requires a filing to be made with the state, a business must first determine if the name under which they which to file is available. State law normally requires all business filings to be unique and, once a business is filed with a state, only that business has the right to use their corporate name in business. In Ohio, the Ohio Revised Code, Title 17, section 1701.05, specifies that any business filing must be made in a name which is “distinguishable” upon the records of the secretary of state from that of any other corporation, LLC, LLP, limited partnership, or contain the name of any entity otherwise registered with the state.
The Ohio Secretary of State’s business filings do not have any record of an “Acme Fireworks” in their system nor any record of any business or filing whose name is even similar. This means the name is available for filing and can be used to form a new corporation, as explained by the Ohio Revised Code section 1701.05. Because this business will be conducting a business which sells fireworks, which are dangerous and which can seriously injure consumers, it would be a good idea to separate this business from the existing novelty business and to protect the personal assets of its owner. A sole proprietorship is not considered a separate legal entity from its owner, so personal assets and property can be subject to pay for any obligations or debts of the business. Given the danger involved is selling fireworks, incorporating helps protect the personal assets of the business owner. If Acme Fireworks is ever sued or if it has obligations which the business cannot meet, the personal assets of its owner cannot be used for payment of those amounts.
The Ohio Secretary of State’s office requires persons who wish to incorporate to use the following form for the Articles of Incorporation, found at To incorporate in Ohio, as explained in the Ohio Revised Code section 0701.05, a business must include the words incorporated, corporation, company or their respective abbreviations. The Articles of Incorporation for Acme Fireworks will be the following:
Articles of Incorporation
Acme Fireworks Company
Cleveland, CuyahogaCounty, State of Ohio
Effective Date of Incorporation: June 1, 2008
Registered Office and Principal Place of Business:
Acme Fireworks Company has its Registered Office and Principal Place of Business at the following location:
55 Euclid Avenue
Cleveland, Ohio44256
(216) 555 - 1234
Purpose of Incorporation: To sell fireworks and other novelties and products or items to Ohio consumers and to conduct any legal business or legal purpose in the State of Ohio.
Shares: Acme Fireworks Company will begin operations with 500 shares of common stock with no par value.
All shares shall have one vote which the owners of such shares may exercise as they see fit. All shareholders agree their shares may not be sold to parties without first offering the shares for sale to all shareholders or to the company itself.
Directors:
Acme Fireworks Company shall have three directors at all times. The initial directors of Acme Fireworks Company shall be as follows:
Tom Adams2830 Bellflower Lane, Cleveland, Ohio 44103
Robert Bell125 Euclid Avenue, Cleveland, Ohio 44115
Carmen Castro2525 Main Street, Columbus, Ohio 43215
Statutory Agent:
The Agent for all service of process and other corporate matters is as follows:
Alicia Martinez, Esq.
88 East Walkin Avenue
Cleveland, OH44126
(216) 444 - 1234
References
Ohio Revised Code, Title 17 Corporations, Chapter 1701, Section 1701.05,