Ohio Foreign LLC

To register as a foreign LLC in Ohio, you’ll need to appoint an Ohio statutory agent, submit a Registration of a Foreign Limited Liability Company application to the Ohio Secretary of State, and pay the $99 fee. Once your application is approved, you’ll receive an Ohio Certificate of Authority that gives your LLC the power to conduct business in Ohio.

Prefer to to do it yourself? You’ll still need an Ohio statutory agent. Hire us to serve as your local connection and follow our Ohio LLC foreign registration guide to start doing business in the Buckeye state.

How to Register a Foreign LLC in Ohio

The process of registering a foreign (out-of-state) company to do business in another state is called “foreign qualification.” There are three key steps to foreign qualification for LLCs in Ohio:

1. Check Business Name Availability
2. Designate an Ohio Statutory Agent
3. File Ohio Registration of a Foreign Limited Liability Company Form

1. Check Business Name Availability

The first thing you’ll need to do is find out if your LLC’s name complies with Ohio naming rules and is available in Ohio (Ohio Rev Code §1706.513). If it’s not, you must choose a name meets these requirements and list that name on your registration application.

Your name must:

• Include an entity identifier such as “limited liability company,” “LLC,” or “Ltd.”
• Be distinguishable from the legal business name of any business formed by registering with the Secretary of State in Ohio AND from any trade name registered in Ohio.

“Distinguishable” means that your name can’t be the same as or too similar to another name. If you’re unsure if your name is distinguishable from another name or not, check the SOS’s Guide to Name Availability.

You can search registered business names and trade names using the SOS online Business Name Search.

2. Designate an Ohio Statutory Agent

As a foreign business entity, you’ll need a statutory agent located in Ohio. In most states, a statutory agent is called a registered agent (these terms are interchangeable). Statutory agents accept legal documents on behalf of your LLC, including service of process.

Because you’re running a foreign LLC, it’s unlikely that you’ll be in Ohio, so having a statutory agent physically located within the state ensures that the state government can deliver important legal documents to your company.

You can find someone in the state to serve as your statutory agent or do what’s most convenient and hire a statutory agent service, like us. As your registered agent, we’ll upload all time-senstive documents to your online account as soon as we receive them, so you never miss a notice or dealine.

3. File Ohio Registration of a Foreign Limited Liability Company Form

Unlike many states, Ohio doesn’t require foreign LLCs to submit a Certificate of Good Standing from their home jurisdictions. All you have to file is your Registration of a Foreign Limited Liability Company application.

Here’s the information you must list on the form:

• Name of company in its jurisdiction of formation
• Jurisdiction of formation
• Assumed name (only required if your name doesn’t comply with Ohio naming laws or isn’t available for use in Ohio)
• Effective date: You may delay the start of your foreign LLC for up to 90 days or skip this step.
• Statutory agent appointment: In addition to the agent’s name and address, you must also include a written acceptance of the role from the person or business acting as your statutory agent
• Signature of authorized person or business entity

The application also has a cover letter where you must list contact information (name, address, phone number, and email address) for the person the SOS will send your Certificate of Authority to once your application is approved.

Filing cost:

The filing fee is $99 for regular processing, but you can pay extra for expedited service, starting with an additional $100 for 2-day processing.

Filing methods:

Online:

Ohio Business Filings

By Mail:

For regular processing:
Secretary of State
P.O. Box 670
Columbus, OH 43216

For 2-day expedited processing:
P.O. Box 1390
Columbus, OH 43216

In-Person:

Client Service Center
22 North 4th Street
Columbus, OH 43215

Ohio Foreign Registration FAQs

How much does LLC foreign qualification cost in Ohio?

The filing fee for your Registration of a Foreign Limited Liability Company application is $99. You can pay more for expedited processing. For example, 2-day processing costs an extra $100.

How long does it take to get a Certificate of Authority?

If you don’t expedite your processing time, it will take about 7 business days from the date your application is received for the SOS office to issue your certificate.

Do I need a Certificate of Good Standing from my home jurisdiction?

No. Foreign LLCs are not required to provide a Certificate of Good Standing from their home state for foreign qualification in Ohio.

Will I need to file an annual report in Ohio?

No. Foreign LLCs do not need to file annual reports with the state of Ohio.

How do I know if I need to register to do business in Ohio?

As a foreign LLC, you need to register in Ohio to do business there. But what does that mean? Ohio statutes don’t define what constitutes transacting business, though they do define what is not considered conducting business in the state (Ohio Rev Code § 1706.512). For example, simply holding a business meeting or having a bank account in Ohio doesn’t qualify.

Generally speaking, the following are considered transacting business:

• Opening and operating an office, warehouse, or store
• Hiring employees who work in Ohio
• Taking a contract in Ohio
• Making out-of-state sales that will require you to pay taxes in Ohio

Will I have to pay taxes in Ohio?

You’ll only need to pay taxes in Ohio if your business surpasses certain earning thresholds:

• You must pay Ohio’s Out-of-State Sellers tax if your business earns $100,000 or more in gross receipts or conducts 200 or more separate transactions online in Ohio over the calendar year.
• You must pay the Commercial Activity Tax if your LLC makes $1 million or more in gross receipts during the calendar year.

Ready to start doing business in Ohio? Register your foreign LLC today. Get Started!