What is a Foreign LLC in Ohio – Definition and Filing

If you have an LLC in Ohio and want to expand your business beyond Ohio, you must form a foreign LLC. Any business, especially a limited liability company, located in other states, starts its operation in Ohio, must file a foreign LLC in Ohio. To do so, every LLC needs to file additional filing documents, along with tax and relevant documents with the Ohio government.

In this article, you’ll be reading about how to start a foreign LLC in Ohio. Along with that, the page guides you through the steps involved in managing and maintaining a foreign LLC in Ohio after you form it.

Forming a Foreign LLC in Ohio

A foreign LLC does not need to be a company from another country but a business formed under the laws of another state. If you register your LLC in one state and operate your business in Ohio, you probably need to register your LLC as a foreign entity here. Imagine, if your family owns a sushi restaurant in Alabama and you want to expand the chain somewhere in Texas, you must establish your restaurant in Texas as a foreign entity.

Anyone who has an active and in good standing LLC anywhere (except for Ohio) and wants to expand their operations in Ohio can file their LLC as a foreign entity. To start a foreign LLC in Ohio, you need to register it with the Ohio Secretary of State. Every state has a different rule for establishing a foreign LLC. Here are the steps to follow in Ohio for registering a foreign LLC.

Note: These are generic steps to file a foreign LLC in Ohio. Make sure to check with the State Secretary of State, before you start filing your business. – LLCBuddy Team

Step 1: Get the Certificate of Good Standing From Home State

Before you proceed to register your LLC in Ohio as a foreign entity, you must get the Certificate of Good Standing issued from your home state SOS. This is an important document to register an LLC in a foreign state.

If your LLC is originally registered in Ohio, then you must obtain the Certificate of Good Standing from Ohio Secretary of State. If your LLC is in other states, the name of the same document might be different. Every LLC, registered in any state other than Ohio must get this document to register a foreign LLC in Ohio.

Filing Certificate of Good Standing: To get the Certificate of Good Standing for your LLC in Ohio you must fill up the form available in the following link. Submit the form and make the required payment to obtain the Certificate.

Step 2: Choose Ohio Foreign LLC Name

Obtain a name reservation certificate and submit it with your foreign qualification requirements to the Ohio Secretary of State. Your LLC’s legal name outside of Ohio will be listed on the application, along with the name it will use in Ohio. Take note of the requirements for naming your LLC.

You can use the same name as your domestic LLC name, however, that name should be available in Ohio to use. Check name availability at Ohio’s business entity names and reserve your LLC name. There are a bunch of LLC naming guidelines in Ohio when it comes to forming a foreign LLC. Check the guidelines before you name your business.

Step 3: Select Ohio Foreign LLC Registered Agent

A registered agent is a person responsible for receiving all official and legal documents on behalf of your company, whether it is located domestically or in a foreign state. For a foreign LLC in Ohio, you must have a registered agent from Ohio only. No matter where your domestic LLC is located, you must hire a registered agent from Ohio for your foreign LLC.

You’ll need a registered agent to form a foreign LLC in Ohio and take note that the Ohio Statutory Agent must have a local address. Here are the best LLC services on our list that will provide you with registered agents to ease your worries:

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Step 4: File Application for Registration for Ohio Foreign LLC

The most important step is to send the application for registration with Ohio SOS. Download the PDF form from the Ohio Secretary of State website or file it online (whichever method is available). The form must be filled out with the following details:

LLC’s full legal name.
A fictitious name or a DBA (only if your LLC’s legal name is not available); Attach a statement of adoption of the fictitious name signed by all LLC members.
- DBA filing method in Ohio: two methods, by mail and in person.
- Online: There is no online filing available
- Offline: For filing offline, you must send the accomplished DBA filing form to the Ohio Secretary of State, P.O. Box 670, Columbus, OH 43216 or drop it off in person at 180 E. Broad St., 4th Floor, Columbus, OH 43215.
- DBA filing fee in Ohio: varies by county
LLC’s principal office and mailing addresses
LLC formation state and date.
Registered agent’s name and address in Ohio.
Date when your LLC will start operations in Ohio.
Credit card information is on the last page of the form for the application fee.

Online Filing

In case of online filing for a foreign LLC in Ohio, the user needs to Register with the SOS at first. To register with the portal, you must share your name, email, user ID, and password. After receiving the email confirmation, you log in to your dashboard and search for the foreign LLC registration form. The form must be filled with the relevant information and submitted to the portal along with the registration fee.

Offline Filling

In Ohio, if you wish to file a foreign LLC using an offline method, you need to get Form-617. The Foreign LLC Registration Form-617 must be filled with the correct and updated information regarding the business and a registered agent in Ohio. Once done entering the mandatory details (which must be typed), you can send it to the SOS address at Ohio Secretary of State, P.O. Box 670, Columbus, OH 43216 by mail or by visiting the office physically. Check with the SOS before sending it by mail or in-person visit.

Foreign LLC Registration Fee in Ohio: $99 is the processing fee for registering a foreign limited liability company in Ohio. This is a single fee charged for offline or online filing. Additional fees might be added if you want the process to be expedited.

The LLC cost in Ohio, even for foreign LLCs will differ between online filing and by mail. Also, read about what’s the major difference between Ohio’s domestic and foreign LLCs.

Step 5: Determine How Your Ohio Foreign LLC is taxed

Foreign LLCs are also subjected to the Ohio Business Privilege Tax and must file LLC annual reports each year. If you have a single-member foreign LLC then it will be considered as a ‘disregarded LLC’ by IRS. That means the LLC will not be regarded as a company but it will be taxed as an individual (the owner). If you already have an LLC in the home state, you must have obtained the EIN as well. You don’t need to obtain the EIN in Ohio for a foreign LLC separately as it is issued from the IRS.

For other types of LLCs (member-managed or manager-managed LLCs), it will be a ‘pass-through taxation‘ where the LLCs don’t get taxed separately, instead, the members and managers are taxed based on their personal income. So, foreign LLCs are taxed as same as domestic LLCs in Ohio. However, it is recommended to check with the Ohio Secretary of State for state-wise taxes.

Note that forming a foreign LLC would be good for your business as you can legally operate in a different state thus reaching a larger market and opening more opportunities for higher profit.

Filing Ohio Foreign LLC Online – Quick Recap

Get the Certificate of Good Standing from your home state where your LLC is originally registered
Check if the name of your LLC is available in Ohio to use for your foreign LLC. If not, file DBA name with Ohio SOS.
Get a registered agent in Ohio to represent your foreign LLC in Ohio. Recommended, professional help instead of being your own registered agent.
File the Application of Foreign LLC with the Ohio Secretary of State following the mentioned method(s) above.
Make the processing fee.

BOI Reporting

According to the Corporate Transparency Act, every LLC (or business) has to send a BOI reporting to the Financial Crimes Enforcement Network (FinCEN). Once you establish an LLC and if it is enlisted under the list of reporting companies, you must file your BOI report in Ohio with the FinCEN.

After Forming Ohio Foreign LLC

Here are added things you need to accomplish after forming your Ohio Foreign LLC

Obtain Business Licenses. Find the business licenses you’ll need using the Business License Search. You can contact the license office at Ohio Secretary of State.
File LLC annual reports and Business Privilege Tax. You must file an Annual Report before the stipulated time frame after forming your LLC in Ohio. Here’s everything about Ohio LLC Annual Reports.
Pay State Taxes like sales tax; you’ll need an EIN for your LLC.

FAQs

What are the steps to form a foreign LLC in Ohio?

To form a foreign LLC in Ohio, you must first file a Foreign Limited Liability Company Application for Registration with the Secretary of State.

Do I need to have a registered agent in Ohio for my foreign LLC?

Yes, all foreign LLCs conducting business in Ohio are required to have a registered agent in the state.

What are the ongoing requirements for a foreign LLC in Ohio?

Foreign LLCs in Ohio are required to file an annual report and pay the associated fee to the Secretary of State.

How long does it take to process the registration of a foreign LLC in Ohio?

The processing time for registering a foreign LLC in Ohio can vary, but it typically takes around 7-10 business days.

Can I apply for expedited processing of my foreign LLC registration in Ohio?

Yes, you can apply for expedited processing of your foreign LLC registration in Ohio for an additional fee.

What is the initial registration fee for a foreign LLC in Ohio?

The initial registration fee for a foreign LLC in Ohio is $125.

Do foreign LLCs in Ohio need to obtain a tax ID number?

Yes, foreign LLCs in Ohio are required to obtain an Employer Identification Number (EIN) from the IRS.

Are foreign LLCs in Ohio subject to state taxes?

Yes, foreign LLCs conducting business in Ohio are subject to state taxes on any income earned within the state.

Can I change the name of my foreign LLC in Ohio?

Yes, you can change the name of your foreign LLC in Ohio by filing an Amendment to Application for Registration with the Secretary of State.

Do foreign LLCs in Ohio need to file an operating agreement?

While not required by law, it is highly recommended for foreign LLCs in Ohio to have an operating agreement in place to outline the management structure and operational procedures of the business.

Can I operate multiple businesses under a single foreign LLC in Ohio?

Yes, foreign LLCs in Ohio can operate multiple businesses under a single entity as long as they comply with all state regulations and requirements.

What are the penalties for not registering a foreign LLC in Ohio?

Failure to register a foreign LLC in Ohio can result in fines, penalties, and potentially being barred from conducting business in the state.

Can I use an online service to register my foreign LLC in Ohio?

Yes, there are many online services available that can assist with the registration process for a foreign LLC in Ohio.

Can I convert my foreign LLC into a domestic LLC in Ohio?

Yes, foreign LLCs can convert into domestic LLCs in Ohio by filing the appropriate paperwork with the Secretary of State.

Can I register a foreign LLC in Ohio if I already have a domestic LLC in another state?

Yes, you can register a foreign LLC in Ohio even if you already have a domestic LLC in another state.

Can I register my foreign LLC in Ohio without having a physical presence in the state?

Yes, you can register a foreign LLC in Ohio without having a physical presence in the state as long as you have a registered agent with a physical address in Ohio.

Are there any restrictions on the type of business that can operate as a foreign LLC in Ohio?

Foreign LLCs in Ohio must comply with all state and federal regulations applicable to their specific industry or type of business.

Can I dissolve my foreign LLC in Ohio?

Yes, foreign LLCs in Ohio can dissolve by filing Articles of Dissolution with the Secretary of State.

Can I transfer my foreign LLC registration from another state to Ohio?

Yes, you can transfer your foreign LLC registration from another state to Ohio by filing a Foreign LLC Transfer of Registration with the Secretary of State.

Can I register my foreign LLC in Ohio if I have outstanding taxes or fees in another state?

It is recommended to resolve any outstanding taxes or fees in another state before registering a foreign LLC in Ohio to avoid any complications during the registration process.

Do foreign LLCs in Ohio need to have a physical office in the state?

Foreign LLCs in Ohio are not required to have a physical office in the state, but they must have a registered agent with a physical address.

Can I use an out-of-state registered agent for my foreign LLC in Ohio?

No, your registered agent for your foreign LLC in Ohio must have a physical street address within the state.

Do foreign LLCs in Ohio need to appoint an officer who is a resident of the state?

Foreign LLCs in Ohio are not required to appoint an officer who is a resident of the state, but they must have a registered agent with a physical address in Ohio.

Can I register my foreign LLC using a DBA name in Ohio?

Yes, you can register a foreign LLC under a Doing Business As (DBA) name in Ohio as long as the name is not already in use by another entity.

Can I be personally liable for the debts of my foreign LLC in Ohio?

Foreign LLCs in Ohio are typically considered separate legal entities, meaning that owners are not personally liable for the debts and obligations of the business.

Can my foreign LLC in Ohio hold real estate properties?

Yes, foreign LLCs in Ohio can hold real estate properties as long as they comply with all state and local laws and regulations.

Can I register a foreign non-profit LLC in Ohio?

Yes, you can register a foreign non-profit LLC in Ohio by following the same registration process as for a for-profit foreign LLC.

Do foreign LLCs in Ohio need to have a local bank account?

While not required, it is recommended for foreign LLCs in Ohio to open a local bank account for easier management of finances and transactions within the state.

How do I form a foreign LLC in Ohio?

To form a foreign LLC in Ohio, you will need to file an application for registration with the Ohio Secretary of State.

What is a foreign LLC in Ohio?

A foreign LLC in Ohio is an LLC that is formed in another state but wishes to conduct business in Ohio.

In Conclusion

Having a foreign LLC in Ohio is nothing but expanding your business legally beyond the boundary of your domestic or home state. Starting a foreign LLC in Ohio does not require a lot of documentation or tasks. However, it is always good to seek help from a professional when it comes to running your business. From getting the Certificate of Good Standing to hiring a registered agent in Ohio, a professional or attorney can always be a perfect help. ZenBusiness is one of the most accurate and user-friendly services that offer a bunch of LLC formation services. They offer LLC formation for $0 (excluding the state formation fee).

The cost of registering a foreign LLC in Ohio can vary depending on a range of factors. While the initial registration fees and ongoing expenses can be a significant investment, many companies find that the benefits of establishing a presence in the state outweigh the costs. By carefully considering the expenses involved and budgeting accordingly, companies can ensure that their foreign LLC in Ohio is a success.