# Ohio: benefit corporation guide
Reviewed 2026-10-11 · Compared form: Benefit corporation

Educational guide to selected statutes and agency guidance, not every court decision or a company-specific legal/tax opinion.

Balanced score: 74 / 100

## Comparison baseline
A small, active, private stock C corporation, after its first tax year, using the lowest capital/receipts/share-count tier, no taxable income or taxable alternative-minimum base, and ordinary online filings where available. It operates in the state being compared. Yearly costs include registry reports and the identified minimum state tax/license charge; multi-year charges are annualized. Variable income, receipts, sales, payroll and local taxes, agents and one-time formation costs are additional.

## Benefit company option
Usual rule: The usual benefit-corporation model is a for-profit stock company with a public-benefit purpose. Washington uses a related social-purpose form; eight states have no identified dedicated for-profit benefit form.

This state: Articles must expressly state one or more beneficial purposes; any ordinary lawful-profit purpose alone does not qualify. No whole-society/environment general-benefit mandate.

Why it differs: Ohio offers Benefit corporation.

### Benefit company option
Score: 20
Ohio offers Benefit corporation. The benefit option receives the full form credit.
- [§1701.03(A)(5)](https://codes.ohio.gov/ohio-revised-code/section-1701.03)

## Personal protections
Usual rule: The common starting point is a director protection clause that must be added to the charter. Many states do not extend that ordinary clause to officers. Exceptions, eligible people and covered claims differ.

This state: A statutory default director protection, rather than merely an optional charter clause; ordinary exceptions and capacity limits remain. Benefit-specific rule: §1701.96(D) expressly preserves other legal and contractual duties/remedies. This is no defense to campaign-finance penalties or non-purpose claims.

Why it differs: Ohio keeps this ordinary shield limited to directors and a default statutory liability rule. Director liability default uses clear-and-convincing deliberate injury/reckless disregard, with express opt-out.

### Protection for board members
Score: 6
Ohio has an identified director monetary-protection provision in the compared scope, which earns this credit. A statutory default director protection, rather than merely an optional charter clause; ordinary exceptions and capacity limits remain.
- [§1701.59(D)–(G)](https://codes.ohio.gov/ohio-revised-code/section-1701.59)

### Protection for company officers
Score: 0
Ohio does not extend the scored ordinary charter shield to officers acting only as officers, so no officer credit is awarded. Separate indemnification or insurance may still matter.
- [§1701.59(D)–(G)](https://codes.ohio.gov/ohio-revised-code/section-1701.59)

### Protection without extra setup
Score: 3
Ohio has a default statutory liability rule in the compared scope, so it earns the automatic-coverage credit. Articles and retained exceptions still matter.
- [§1701.59(D)–(G)](https://codes.ohio.gov/ohio-revised-code/section-1701.59)

### Protection when a benefit goal is missed
Score: 2
Ohio earns the benefit-specific credit for company. §1701.96(D) expressly preserves other legal and contractual duties/remedies. This is no defense to campaign-finance penalties or non-purpose claims.
- [§1701.59(D)–(G)](https://codes.ohio.gov/ohio-revised-code/section-1701.59)
- [§1701.96(A)–(D)](https://codes.ohio.gov/ohio-revised-code/section-1701.96)

### Board protection for benefit work
Score: 0
Ohio has no separately credited benefit-specific monetary shield for directors. §1701.96(D) expressly preserves other legal and contractual duties/remedies. This is no defense to campaign-finance penalties or non-purpose claims.
- [§1701.59(D)–(G)](https://codes.ohio.gov/ohio-revised-code/section-1701.59)
- [§1701.96(A)–(D)](https://codes.ohio.gov/ohio-revised-code/section-1701.96)

### Officer protection for benefit work
Score: 0
Ohio has no separately credited benefit-specific monetary shield for officers. §1701.96(D) expressly preserves other legal and contractual duties/remedies. This is no defense to campaign-finance penalties or non-purpose claims.
- [§1701.59(D)–(G)](https://codes.ohio.gov/ohio-revised-code/section-1701.59)
- [§1701.96(A)–(D)](https://codes.ohio.gov/ohio-revised-code/section-1701.96)

## Less paperwork
Usual rule: The most common benefit model requires an annual report using an outside assessment framework, without a separate state benefit-report filing. An outside framework does not necessarily mean paying for certification.

This state: No default annual benefit report, public report or third-party-standard assessment under the benefit provisions. Assessment rule: No annual independent-standard assessment or certification mandate in the benefit provisions.

Why it differs: Ohio: No mandated benefit report; Optional / no mandate outside framework; no separate state benefit-report filing. No additional scored benefit-director/report-approval step applies to this private-company scope.

### How often reports are needed
Score: 10
Ohio: No mandated benefit report. This gets more ease-of-operation credit than an annual mandate because reporting is less frequent or not mandatory.
- [§1701.03(A)(5)](https://codes.ohio.gov/ohio-revised-code/section-1701.03)
- [§1701.96(A)–(D)](https://codes.ohio.gov/ohio-revised-code/section-1701.96)

### Choice of impact framework
Score: 8
Ohio: Optional / no mandate. An optional framework earns more flexibility credit and no mandatory-framework transparency credit.
- [§1701.03(A)(5)](https://codes.ohio.gov/ohio-revised-code/section-1701.03)
- [§1701.96(A)–(D)](https://codes.ohio.gov/ohio-revised-code/section-1701.96)

### Extra reports sent to the state
Score: 4
Ohio: No separate state benefit-report filing. No separate state submission earns the no-extra-filing credit. Preparing, sharing or publishing the report may still be required.
- [§1701.03(A)(5)](https://codes.ohio.gov/ohio-revised-code/section-1701.03)
- [§1701.96(A)–(D)](https://codes.ohio.gov/ohio-revised-code/section-1701.96)

### Extra board or approval steps
Score: 3
Ohio has no additional scored benefit-director/report-approval step for this private-company scope, so it earns the ease-of-operation credit. Public-company rules and other duties may differ.
- [§1701.59(D)–(G)](https://codes.ohio.gov/ohio-revised-code/section-1701.59)
- [§1701.03(A)(5)](https://codes.ohio.gov/ohio-revised-code/section-1701.03)
- [§1701.96(A)–(D)](https://codes.ohio.gov/ohio-revised-code/section-1701.96)

## Yearly state costs and taxes
Usual rule: There is no uniform state charge. Compare the recurring report fee together with the minimum state tax or license charge for the stated small-company scenario. A low income-tax rate alone does not show this cost.

This state: Registry reporting: $0 per year on an annualized basis. Minimum tax/license used here: $0. Small active ordinary domestic C corporation with Ohio taxable gross receipts, including any required CAT group, at or below $6 million: $0 CAT and no former franchise/annual-minimum charge. This excludes local income taxes, report fees, and other operating taxes.

Why it differs: Ohio has a compared recurring floor of $0 per year, including $0 in identified minimum tax/license charges.

### Yearly filings plus minimum state taxes
Score: 15
Ohio has a compared recurring floor of $0 per year, including $0 in identified minimum tax/license charges. Small active ordinary domestic C corporation with Ohio taxable gross receipts, including any required CAT group, at or below $6 million: $0 CAT and no former franchise/annual-minimum charge. This excludes local income taxes, report fees, and other operating taxes. Lower recurring floors earn more cost credit. Profit/receipts-based taxes and local charges are additional; this is not the whole tax bill.
- [Annual-report solicitation warning](https://www.ohiosos.gov/public-integrity/protect-your-business/important-warnings)
- [§1701.03(A)(5)](https://codes.ohio.gov/ohio-revised-code/section-1701.03)
- [§1701.96(A)–(D)](https://codes.ohio.gov/ohio-revised-code/section-1701.96)
- [Corporation franchise tax ended after 2013](https://tax.ohio.gov/business/corporation-franchise-tax)
- [2025-forward exclusion, annual-minimum repeal and rates](https://tax.ohio.gov/business/commercial-activity-tax/commercial-activity-tax)
- [Ohio Taxation: Corporation Franchise Tax ended after 2013](https://tax.ohio.gov/business/corporation-franchise-tax)
- [Ohio Taxation: CAT rate, 2025-forward exclusion, annual-minimum repeal, nexus, and group rules](https://tax.ohio.gov/business/commercial-activity-tax/commercial-activity-tax)
- [Ohio Taxation: separate municipal net-profit tax regime](https://tax.ohio.gov/business/municipal-net-profit-tax)

## Becoming a benefit company and changing back
Usual rule: Two-thirds approval is the common benefit-status gate. Some states use ordinary amendment votes, some demand more, and class-by-class voting can give even a small share class a veto.

This state: Becoming a benefit company: Ordinary articles amendment: default two thirds voting power, charter can vary but not below majority; applicable class votes still required. No model-act automatic every-class two-thirds status vote. Public-exchange timing can block a later benefit-purpose amendment. Changing back: Ordinary articles amendment rule.

Why it differs: Ohio entry uses Ordinary articles amendment: default two thirds voting power, charter can vary but not below majority; applicable class votes still required.; exit uses Ordinary articles amendment rule.. Easier entry helps adoption. Easier exit also scores higher here, although a mission-preservation priority may favor a harder exit.

### Ease of becoming a benefit company
Score: 6
Ohio: becoming a benefit company requires Ordinary articles amendment: default two thirds voting power, charter can vary but not below majority; applicable class votes still required. Ordinary votes receive more ease-of-change credit than two-thirds; three-quarters, 90% and unanimous gates receive less. Class votes, notice, appraisal and any higher charter requirements remain.
- [§1701.71(A)(1)(a),(B)](https://codes.ohio.gov/assets/laws/revised-code/authenticated/17/1701/1701.71/7-10-2014/1701.71-7-10-2014.pdf)

### Ease of changing status later
Score: 6
Ohio: changing back requires Ordinary articles amendment rule. Ordinary votes receive more ease-of-change credit than two-thirds; three-quarters, 90% and unanimous gates receive less. Class votes, notice, appraisal and any higher charter requirements remain.
- [§1701.71(A)(1)(a),(B)](https://codes.ohio.gov/assets/laws/revised-code/authenticated/17/1701/1701.71/7-10-2014/1701.71-7-10-2014.pdf)

## Public transparency
Usual rule: Annual reporting, public access, an outside assessment framework and a mandatory mission duty are common. Stronger disclosure can help people check promises while adding work or exposing owner information.

This state: Directors shall consider shareholders, stated beneficial purposes and any charter priority/balancing method. Other stakeholder groups may be considered. Disclosure: No default annual benefit report, public report or third-party-standard assessment under the benefit provisions. Enforcement: Corporation may sue directly. Default derivative benefit-purpose standing is much narrower than 2% or any-shareholder states.

Why it differs: Ohio does not require public access in this compared variant. 25% voting-share derivative threshold differs sharply from 2% model thresholds. No default annual public benefit report or third-party assessment.

### Reports the public can read
Score: 0
Ohio has no mandatory public access in the compared variant, so it gets no public-access credit. Voluntary publication is still possible. No default annual benefit report, public report or third-party-standard assessment under the benefit provisions.
- [§1701.03(A)(5)](https://codes.ohio.gov/ohio-revised-code/section-1701.03)
- [§1701.96(A)–(D)](https://codes.ohio.gov/ohio-revised-code/section-1701.96)

### Regular updates on progress
Score: 0
Ohio: No mandated benefit report. Annual updates earn more transparency credit than biennial updates; no mandated report earns none.
- [§1701.03(A)(5)](https://codes.ohio.gov/ohio-revised-code/section-1701.03)
- [§1701.96(A)–(D)](https://codes.ohio.gov/ohio-revised-code/section-1701.96)

### An outside impact framework
Score: 0
Ohio: Optional / no mandate. An optional framework earns more flexibility credit and no mandatory-framework transparency credit.
- [§1701.03(A)(5)](https://codes.ohio.gov/ohio-revised-code/section-1701.03)
- [§1701.96(A)–(D)](https://codes.ohio.gov/ohio-revised-code/section-1701.96)

### A duty to consider the mission
Score: 3
Ohio makes a mission duty mandatory, so it earns this credit. Directors shall consider shareholders, stated beneficial purposes and any charter priority/balancing method. Other stakeholder groups may be considered.
- [§1701.59(D)–(G)](https://codes.ohio.gov/ohio-revised-code/section-1701.59)

## State taxes
Ohio no longer imposes the former state Corporation Franchise Tax: 2013 was the final report year. An ordinary corporation instead may face the Commercial Activity Tax on Ohio taxable gross receipts. Municipal net-profit income taxes are separate and can apply even when state CAT is zero.
For 2025 and later, ordinary businesses with Ohio taxable gross receipts of $6 million or less are excluded from CAT. Above the $6 million annual exclusion, CAT is 0.26% of taxable gross receipts. The CAT annual minimum tax ended in 2024; there is no surviving ordinary state flat franchise/CAT minimum. Group aggregation can change eligibility.
CAT measures receipts, so an income loss does not establish exemption. Ohio domicile or statutory bright-line presence can create nexus, while receipt sourcing and group aggregation determine the base/exclusion. Sales, employment, municipal net-profit, and other taxes require separate analysis. Active CAT accounts can have filing duties even below the exclusion.

## Full reviewed legal topics

### purpose
Articles must expressly state one or more beneficial purposes; any ordinary lawful-profit purpose alone does not qualify. No whole-society/environment general-benefit mandate.

### board
Directors shall consider shareholders, stated beneficial purposes and any charter priority/balancing method. Other stakeholder groups may be considered.

### standard
No annual independent-standard assessment or certification mandate in the benefit provisions.

### report
No default annual benefit report, public report or third-party-standard assessment under the benefit provisions.

### enforcement
Corporation may sue directly. Default derivative benefit-purpose standing is much narrower than 2% or any-shareholder states.

### benefitLiability
§1701.96(D) expressly preserves other legal and contractual duties/remedies. This is no defense to campaign-finance penalties or non-purpose claims.

### ordinaryExculpation
A statutory default director protection, rather than merely an optional charter clause; ordinary exceptions and capacity limits remain.

### statusChange
No model-act automatic every-class two-thirds status vote. Public-exchange timing can block a later benefit-purpose amendment.

## Costs and conditions

### regularReport
Ordinary for-profit corporation has no annual/biennial SOS report requirement; professional associations and LLPs differ.

### benefitReport
No state annual benefit-report filing requirement.

### minimumTax
Corporation franchise tax ended after 2013. CAT annual minimum tax ended in2024. From2025 forward, general businesses with Ohio taxable gross receipts of $6 million or less are excluded from CAT; above the exclusion CAT is 0.26% with nexus and group rules. $0 fixed minimum is not exemption from CAT, municipal or other taxes.

## Conversion route
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
No model-act automatic every-class two-thirds status vote. Public-exchange timing can block a later benefit-purpose amendment.

## Important distinctions
- 25% voting-share derivative threshold differs sharply from 2% model thresholds.
- No default annual public benefit report or third-party assessment.
- Director liability default uses clear-and-convincing deliberate injury/reckless disregard, with express opt-out.
- Other-law/contract remedies are expressly preserved.
- A later conversion can be restricted for an initially purpose-free exchange-listed corporation.

## Source qualifications


## All reviewed official/primary links
- [§1701.03(A)(5)](https://codes.ohio.gov/ohio-revised-code/section-1701.03)
- [§1701.59(D)–(G)](https://codes.ohio.gov/ohio-revised-code/section-1701.59)
- [§1701.96(A)–(D)](https://codes.ohio.gov/ohio-revised-code/section-1701.96)
- [§1701.71(A)(1)(a),(B)](https://codes.ohio.gov/assets/laws/revised-code/authenticated/17/1701/1701.71/7-10-2014/1701.71-7-10-2014.pdf)
- [Annual-report solicitation warning](https://www.ohiosos.gov/public-integrity/protect-your-business/important-warnings)
- [Corporation franchise tax ended after 2013](https://tax.ohio.gov/business/corporation-franchise-tax)
- [2025-forward exclusion, annual-minimum repeal and rates](https://tax.ohio.gov/business/commercial-activity-tax/commercial-activity-tax)
- [Ohio Taxation: Corporation Franchise Tax ended after 2013](https://tax.ohio.gov/business/corporation-franchise-tax)
- [Ohio Taxation: CAT rate, 2025-forward exclusion, annual-minimum repeal, nexus, and group rules](https://tax.ohio.gov/business/commercial-activity-tax/commercial-activity-tax)
- [Ohio Taxation: separate municipal net-profit tax regime](https://tax.ohio.gov/business/municipal-net-profit-tax)