Learn how to qualify your LLC to conduct business in Ohio.
If you own a company that was founded in a state other than Ohio, you must qualify or register it in Ohio in order to conduct business there. The requirements for qualifying your international (non-Ohio) limited liability corporation (LLC) to conduct business in Ohio are summarized below.
What exactly is a Foreign LLC?
If your LLC is founded in another state, it is referred to as a foreign LLC in Ohio. In other words, being foreign does not imply being from another nation. Instead, it signifies that your company was formed under the laws of another state. A domestic LLC, on the other hand, is one that is created in the state in which it operates. This is a prevalent phrase in the United States. In Colorado, for example, an LLC founded in Arizona is a foreign LLC.
Ohio Business Transactions
If you “transact business” in Ohio, you must register your foreign company with the state, according to Ohio’s LLC Act. What exactly does this mean? Well, like other states, the word “transact business” in respect to international registrations is not clearly defined under Ohio’s LLC Act.
State regulations determining when foreign enterprises must collect state sales tax in their state, on the other hand, give some advice on the subject. To be obligated to collect state sales tax on sales to citizens of a state, a firm must have a physical presence in, or nexus with, that state. In general, physical presence and nexus are synonymous and refer to:
a storage facility in the state
A shop in the state, an office in the state, or a sales representative in the state are all examples of state-based businesses.
Certain exclusions may apply, and the regulations might become more convoluted in situations such as Internet sales. However, if you have an office, a shop, a warehouse, or workers in another state, you must register your LLC as a foreign corporation in that state.
The majority of state LLC Acts provide a list of excluded activities (in other words, activities that do not constitute transacting business in the state). These lists may be useful: Foreign LLCs engaged only in such operations should be fairly confident in their decision not to register or qualify in the state. In contrast to other states, Ohio’s LLC Act does not provide a list of excluded activities.
Authority Certificate
You must submit a Registration of a Foreign Limited Liability Company with the Ohio Secretary of State to register your company in Ohio (SOS). The application form may be downloaded on the SOS website.
To complete the form, you must supply the same information that you would need to incorporate an LLC in your home state. In particular, for an Ohio registration, you must provide:
the state in which your LLC was formed the date your LLC was formed the name of your LLC in the state in which it was formed the name your LLC will use in Ohio (this may differ from your LLC’s original name if that name is already in use by another registered Ohio business or does not include a phrase such as “Limited Liability Company” or an abbreviation such as “LLC”)
a name and address where interested parties can send requests for copies of the LLC’s operating agreement or similar documents a name and address of your registered agent in Ohio a statement that the LLC consents to service of process (basically, legal filings) being sent to the registered agent or, if there is no registered agent or the agent cannot be located, to having the Ohio Secretary of State accept service of process (this statement is contained in the d
The printable registration form contains a mandatory cover page on which you may specify how you want the SOS to handle the submission. The standard filing cost is $125.
What Happens If You Do Not Sign Up?
If your LLC does business in Ohio without being registered, it cannot sue in any Ohio court. However, not being registered does not render your LLC’s contracts null and void or prohibit your LLC from defending a lawsuit in Ohio. Furthermore, members of your LLC are not individually accountable for the company’s obligations just because the corporation does business in Ohio without being registered.
Creating an Ohio Foreign Corporation
The regulations and standards for international qualifying in Ohio are identical whether your company is structured as a corporation rather than an LLC. You must utilize a separate application form, Form 530A, Foreign For-Profit Corporation Application for License. For paperwork, information, and filing requirements for registering a foreign company in Ohio, see the Ohio Secretary of State’s website.